The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:
The Closing Transactions. At the Closing, the parties hereto shall consummate the following transactions:
The Closing Transactions. Upon the terms, conditions, and limitations of this Agreement, and for the consideration stated herein, on the Closing Date (i) the Seller will sell, assign and transfer to the Purchaser, and the Purchaser will accept and acquire, all of the Seller’s respective rights, title and interest in the Renewal Rights and the Transferred Assets. All sales, assignments and transfers of the Transferred Assets to the Purchaser hereunder will be evidenced by the Xxxx of Sale and General Assignment Agreement which will be executed and delivered on the Closing Date by the Seller. The Transferred Assets shall not include, or otherwise be deemed to include, any other assets or properties of the Seller, other than those assets of the Seller relating to the Subject Business specifically identified on Exhibit C. On or before the Closing Date, in accordance with Article VII, the Purchaser shall extend offers of employment to all the employees of the Seller in the Employee Group.
The Closing Transactions. Section 2.1 Closing 21 Section 2.2 GHV Financing Certificate 21 Section 2.3 Deliveries at Closing 21 Section 2.4 Closing Transactions 22 Section 2.5 Capitalization 22 Section 2.6 Withholding 23 ARTICLE III THE MERGER Section 3.1 Effective Time 23 Section 3.2 The Merger 23 Section 3.3 Effect of the Merger 23 Section 3.4 Governing Documents 24 Section 3.5 Directors and Officers 24 Section 3.6 Earnout Shares 24 Section 3.7 Treatment of GHV Capital Stock in the Merger 26 Section 3.8 Exchange of Certificates 27 Section 3.9 Stock Transfer Books 28 Section 3.10 GHV Warrants 29 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ARDAGH Section 4.1 Organization and Authority 29 Section 4.2 Noncontravention 30 Section 4.3 Governmental Authorities; Consents 30 Section 4.4 Capitalization 31 Section 4.5 Financial Statements 32 Section 4.6 Undisclosed Liabilities 32 Section 4.7 Actions 33 Section 4.8 Compliance with Laws; Permits 33 Section 4.9 Material Contracts 34 Section 4.10 Real Property 36 Section 4.11 Employee Benefits 37 Section 4.12 Labor and Employment 39 Section 4.13 Taxes 40 Section 4.14 Intellectual Property and Data Privacy 42 Section 4.15 Insurance 44 Section 4.16 Absence of Changes 45 Section 4.17 Interested Party Transactions 45 Section 4.18 Anti-Corruption; Sanctions; Import and Export Control Laws 46 Section 4.19 Proxy Statement/Prospectus and Registration Statement 47 Section 4.20 Brokers’ Fees 47 Section 4.21 No Prior Operations of AMPSA or MergeCo 47 Section 4.22 Environmental Matters 47 Section 4.23 Sufficiency of Assets 48 Section 4.24 Product Liability; Product Warranties 48 Section 4.25 Debt Financing 48 Section 4.26 No Other Representations or Warranties 49 ARTICLE V
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware; (b) the Purchaser shall deliver to the Paying Agent the Closing Residual Cash Consideration (less the Special Vesting Class B Escrow Amount), as determined in accordance with Sections 1.02 and 1.04, by wire transfer of immediately available funds to one or more accounts designated by the Paying Agent to the Purchaser; (c) the Purchaser shall deliver to the Representative (on behalf of each Unitholder) the Holdback Amount, by wire transfer of immediately available funds to one or more accounts designated by the Representative to the Purchaser; (d) the Purchaser shall deposit (i) $5,000,000 (the “Adjustment Escrow Amount”) into an escrow account (the “Adjustment Escrow Account”) established pursuant to the terms and conditions of an escrow agreement, substantially in the form of Exhibit B attached hereto (the “ Escrow Agreement”), by and among the Purchaser, the Representative and Xxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and (ii) $25,000,000 (the “Indemnity Escrow Amount” and, together with the Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) established pursuant to the terms and conditions of the Escrow Agreement; 9 (e) the Purchaser shall deposit the Special Vesting Class B Escrow Amount into an escrow account established pursuant to the terms and conditions of the Escrow Agreement; (f) the Company shall deliver to the Purchaser payoff letters, which shall be reasonably satisfactory to the Purchaser, from each holder of Indebtedness listed on the Indebtedness Payoff Schedule, and shall make arrangements reasonably satisfactory to the Purchaser for each such holder of Indebtedness to deliver all related Lien releases to the Purchaser as soon as practicable after the Closing; (g) the Purchaser shall repay, on behalf of the Company and its Subsidiaries, all amounts required to be paid under the payoff letters delivered pursuant to Section 2.02(f) in order to fully discharge the Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such payoff letters; (h) the Purchaser, the Company and the Representative (o...
The Closing Transactions. Pursuant to the Transaction Agreements, ---------- the following transactions will occur, substantially contemporaneously, at the closing (the "Closing") to be held on June 13, 1997, or such other date as may be agreed upon by the parties hereto (the "Closing Date") at the offices of Ropes & Xxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX, 00000, at 9:00 a.m. local time, or at such other time or place as may be agreed upon by the parties hereto:
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware; (b) the Parent shall deliver the Escrow Amount to the Escrow Agent pursuant to Section 1.12 hereof; (c) the Parent shall pay the amounts due and owing pursuant to the Credit Facilities (as set forth in the related payoff letters delivered to the Company); and (d) the Parent shall pay the Estimated Closing Cash Payment and issue and deliver the Equity Consideration to the Paying Agent (for further distribution by the Paying Agent in accordance with the Paying Agent Agreement). 2.03
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto will consummate the following transactions at the Closing in accordance with the payment instructions in a funds flow prepared by Seller and delivered to Purchaser at least two (2) Business Days prior to the Closing Date and agreed in good faith and executed by each of the parties hereto prior to the Closing (the "Funds Flow").
The Closing Transactions. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall deliver to the TPG Shareholders, counterpart signature pages, executed on behalf of Purchaser by any individual who, immediately following the Closing, will be an authorized officer of Purchaser, to (i) the Stockholder Rights Agreement and (ii) the Registration Rights Agreement, in each case, to be effective automatically immediately following the Closing.
The Closing Transactions. 2.1 2.2 Closing. Actions on the Closing Date.
