Actions and Deliveries at Closing. In addition to any other action to be taken and any other instrument to be executed and/or delivered pursuant to this Agreement, on or before the Closing Date:
Actions and Deliveries at Closing. At the Closing, the parties shall take the following actions and make the following deliveries:
Actions and Deliveries at Closing. A certificate of merger in the form attached hereto as Exhibit C (the “Certificate of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of Delaware (the “Secretary of State”) in accordance with the DGCL on the Closing Date. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State, or at such other time as is permissible in accordance with the DGCL and as FPM and FPI shall agree should be specified in the Certificate of Merger. In addition, at the Closing:
Actions and Deliveries at Closing. On the Closing Date, the Parties will cause the Merger to be consummated by filing a Certificate of Merger (or like instrument) with the Secretary of State of Delaware (the “Merger Certificate”), in accordance with the DGCL. The date and time the Merger becomes effective as specified in the Merger Certificate or as otherwise provided in accordance with the DGCL is referred to as the “Effective Time.” In addition, at the Closing,
Actions and Deliveries at Closing. A certificate of merger in the form attached hereto as Exhibit C (the “Certificate of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of California (the “Secretary of State”) in accordance with the CGCL on the Closing Date. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State, or at such other time as is permissible in accordance with the CGCL and as STRV and CNSR shall agree should be specified in the Certificate of Merger. In addition, at the Closing,
Actions and Deliveries at Closing. (a) Purchaser covenants and agrees that, at or prior to the Signing Date, Purchaser shall have deposited with the Paying Agent all funds required to pay the Total Merger Consideration in full to all holders of Company Common Stock and Convertible Securities issued and outstanding at the Effective Time (other than Company Shares or Convertible Securities owned by Purchaser Companies).
Actions and Deliveries at Closing. At the Closing (or at such other time specified below), on the terms and subject to the conditions set forth in this Agreement, each of ADA-ES and the ECP Parties, as applicable, shall make the following deliveries and take or cause to be taken the following actions (the “Closing Actions and Deliveries”):
Actions and Deliveries at Closing. The articles of merger in the form attached hereto as Exhibit B (the “Articles of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of South Carolina (the “Secretary of State”) in accordance with Title 33 of the South Carolina Code of Laws on the Closing Date. The Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State, or at such other time as is permissible in accordance with Title 33 of the South Carolina Code of Laws and as Artemis and Sharewell shall agree should be specified in the Articles of Merger.
Actions and Deliveries at Closing. The articles of merger in the form attached hereto as Exhibit B (the “Articles of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of Nevada (the “Secretary of State”) in accordance with the NRS on the Closing Date. The Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State, or at such other time as is permissible in accordance with the NRS and as PHI and SGT shall agree should be specified in the Articles of Merger. In addition, at the Closing:
Actions and Deliveries at Closing. Subject to the terms and conditions as stated otherwise in this Agreement, the CompanyVenus shall deliver, or cause to be delivered, to the Designated Party, or make available for collection by the Designated Party or its authorised representatives all of the necessary Assigned Assets, title to which is transferable by delivery, and all documents of title or other data, information and records establishing title to the Assigned Assets on the Closing Date or such other time as the Parties shall otherwise agree, including without limitation the items as stated below: This Agreement, along with other legal documentations as may be necessary to fulfil the purpose of this Agreement, duly signed and executed by the CompanyVenus or its Affiliates (if appropriate); Certified copies of Board Resolution of the Company or its Affiliates (if appropriate) approving the transaction of Asset assignment as contemplated in this Agreement; A duly executed checklist of the transferable Assets to the Designated Party at the Closing; Any and all certificates and other instruments of transfer, with full warranty of title, as may be necessary or desirable to transfer all of Venus or its Affiliates’ right, title and interest in and to all of the transferred Assets to CMS, free of all Encumbrance; Any documentations, data and records pertaining to the Intellectual Property or pending application for the Intellectual Property in or for the Territory; The copies of applicable Regulatory Approvals (in a form as may be deemed appropriate by CMS), along with relevant documentations, data and records available at the Closing; Territory-Related Information available at the Closing REGULATORY Regulatory Process Both Parties agree and acknowledge that it shall be of paramount importance and mutual interest to obtain the China IDL of the Products as soon as practically in a bid to initiate or facilitate the Commercialization of the Products in the Territory. Based on the foregoing premises, both Parties further agree and acknowledge that the China IDL of the Products shall be in the first instance applied and obtained in the name of Venus or its appointee, unless otherwise proposed by CMS. Venus shall or shall cause its appointees to use all commercially viable manners to secure the China IDL of the Products and once approved, hold the tangible certificate as well as the intangible title, right and interest in or to such China IDLs on Trust for the benefit of CMS. At the request of CMS or i...
