At the Closing. (i) Silver, Xxxxxxxx and Taff, L.L.P. shall deliver to the Company the certificates, minute book, documents, and other materials theretofore held in escrow from the Closing in Escrow; (ii) the Shareholders shall deliver to the Company updated consents, waivers and authorizations as referred to in Section 1.2(a)(iii) above, updated Certificates of Good Standing as referred to in Section 1.2(a)(v) above, updated certificates, dated the Closing Date, required pursuant to Sections 7.2(a) and 7.2(b) below, and an updated opinion of counsel as referred to in Section 1.2(a)(vii) above; and (iii) the Company shall deliver the Purchase Price to the Shareholders (less the Maximum Earn-Out, which shall be payable to the Shareholders pursuant to the terms of Section 1.3 above, and with the Company Stock collateralized against the Shareholder Loan being delivered to the Company as appropriate).
At the Closing. (i) Silver, Xxxxxxxx and Taff, L.L.P. shall deliver to the Company the xxxx of sale, instruments of assignment and assumption, transfer documents, and other documents and materials theretofore held in escrow from the Closing in Escrow; (ii) the Business Contribution Member and the Shareholders shall deliver to the Company updated certificates, dated the Closing Date, required pursuant to Sections 7.2(a) and 7.2(b) below, and an updated opinion of counsel as referred to in Section 1.3(a) above; and (iii) the Company shall deliver the Purchase Price to the Business Contribution Member (less the Maximum Earn-Out, which shall be payable to the Business Contribution Member pursuant to the terms of Section 1.4 above, and with the Company Stock collateralized against the Business Contribution Member Loan being delivered to the Company as appropriate). At Closing, Company, Business Contribution Member, Shareholders and Specific Company Subsidiary shall also take all additional steps as may be necessary or appropriate to deliver the Assets to the Specific Company Subsidiary, have the Specific Company Subsidiary assume the Assumed Liabilities, and put the Specific Company Subsidiary in physical possession and operating control of the Business and all of the Assets.
At the Closing. This phrase assigns a specific time and place to the obligation.
Examples of At the Closing in a sentence
IF THE SUPPLIER IS NOT REGISTERED AT THE CLOSING TIME OF BID, THE SUPPLIER WILL BE DISQUALIFIED AT THE BID EVALUATION PROCESS.
Quotes received without these completed pages and Bid Guarantee bond or check will be rejected as non- responsive.BID QUOTES SHALL BE RETURNED TO:COUNTY OF RIVERSIDE PURCHASING AND FLEET SERVICES2980 Washington StreetRiverside, CA 92504-4947 ALL INSURANCES AND BONDS MUST BE FROM CALIFORNIA ADMITTED COMPANIESBID QUOTES WILL BE PUBLICLY OPENED AT THE CLOSING DATE AND TIME INDICATED ABOVE AND NO QUOTES WILL BE ACCEPTED AFTER THE CLOSING DATE AND TIME.
IF THE SUPPLIER IS NOT REGISTERED AT THE CLOSING TIME OF BID, THE SUPPLIER IS REQUIRED TO SUBMIT A COPY OF THE REGISTRATION APPLICATION FORM, TOGETHER WITH THE BID DOCUMENTATION, TO THE RESPECTIVE DEPARTMENT INVITING BIDS.
IF THE SUPPLIER IS NOT REGISTERED AT THE CLOSING TIME OF BID, THE SUPPLIER WILL BE DISQUALIFIED AT THE BID EVALUATION PROCESS.SECTION EDECLARATION THAT INFORMATION ON CENTRAL SUPPLIER DATABASE IS CORRECT AND UP TO DATE(To be completed by bidder) THIS IS TO CERTIFY THAT I (name of bidder/authorized representative) ………………………… …………..........................., WHO REPRESENTS (state name of bidder) …………………………...
SELLER MAKES NO REPRESENTATION, WARRANTY, STATEMENT, OR OTHER ASSERTION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY TO BE CONVEYED, THEIR HABITABILITY, TENANT ABILITY OR SUITABILITY FOR COMMERCIAL PURPOSES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN AS CONTAINED HEREIN AND BUYER WILL ACKNOWLEDGE THE SAME AT THE CLOSING OF THE PURCHASE OF THE PROPERTY.
More Definitions of At the Closing
At the Closing. (x) the Company shall issue and deliver to each Purchaser (i) a stock certificate, registered in the name of such Purchaser and free of all restrictive legends, representing the number of shares of Common Stock (the shares of Common Stock issued and sold to the Purchasers hereunder are collectively, the "Shares") equal to the quotient obtained by dividing (a) the purchase price set forth below such Purchaser's signature to this Agreement by (b) $4.60, or, for Purchasers who provide the necessary account information to the Company, the Company shall issue and deliver such Shares in a balance account with The Depository Trust Company through its Deposit Withdrawal Agent Commission System, (ii) a warrant in the form of Exhibit A hereto (the "Warrant"), registered in the name of such Purchaser, pursuant to which the Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's signature to this Agreement, (iii) a prospectus supplement with respect to the Registration Statement (as defined in Section 2(e)) reflecting the sale of the Securities (the "Supplement"), and (iv) the legal opinion of the Company's outside counsel substantially in the form of Exhibit B; and (y) each Purchaser shall deliver to the Company the purchase price set forth below such Purchaser's signature to this Agreement, in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose.
At the Closing. (i) Silver, Xxxxxxxx and Taff, L.L.P. shall deliver to the Company the xxxx of sale, instruments of assignment and assumption, transfer documents, and other documents and materials theretofore held in escrow from the Closing in Escrow; (ii) the Business Contribution Member and the Shareholders shall deliver to the Company updated certificates, dated the Closing Date, required pursuant to Sections 7.2(a) and 7.2(b) below, and an updated opinion of counsel as referred to in Section 1.3(a) above; and (iii) the Company shall deliver the Purchase Price to the Business Contribution Member (less the Maximum Earn-Out, which shall be payable to the Business Contribution Member pursuant to the terms of Section 1.4 above, and with the Company Stock collateralized against the Business Contribution Member Loan being delivered to the Company as appropriate). At Closing, the Company shall deliver or cause Silver Xxxxxxxx & Taff, L.L.P. to deliver the foregoing documents that are applicable, the cash portion of the Purchase Price and the proceeds of the Loan. At Closing, Company, Business Contribution Member, Shareholders and Specific Company Subsidiary shall also take all additional steps as may be necessary or appropriate to deliver the Assets to the Specific Company Subsidiary, have the Specific Company Subsidiary assume the Assumed Liabilities, and put the Specific Company Subsidiary in physical possession and operating control of the Business and all of the Assets. Simultaneously with the Closing, to the extent necessary, the cash portion of the Purchase Price shall be used to pay in full any outstanding loans of the Business Contribution Member that are secured by the Assets. Appropriate lien releases will be obtained from the relevant lender.
At the Closing. (i) Paisner & Co. shall deliver to the Company the certificates, minute book, documents, and other materials theretofore held in escrow from the Closing in Escrow; (ii) the Shareholder shall deliver to the Company any updated consents, waivers and authorizations as referred to in Section 1.2(a)(iii) above which may reasonably be required; (iii) the Shareholder shall deliver to the Escrow Agents appropriately executed stock powers relating to the (pounds)750,000 of Company Stock to be placed in escrow as specified above; (iv) the Company shall deliver the Purchase Price to the Shareholder by way of: (a) payment in cleared funds in pounds sterling of (pounds)7,350,000 (plus the Purchase Price, if applicable) to the Client Account of Paisner & Co (whose receipt will be good discharge) as follows: Bank: Barclays Bank Plc Branch: Fleet Street Goslings Business Centre 00 Xxxxx Xxxxxx Xxxxxx XX0X 0XX Sort Code: 20-32-29 Account No. 600 65013;
At the Closing. (a) CIGR shall deliver to Nathaniel an Assignment of the Membership Interest in the form attachex xxxxxx as Exhibit A; and (b) Nathaniel shall deliver to CIGR the Purchase Price amount of Eight Milxxxx, Xxx Hundred Fifty Eight Thousand Eight Hundred Fifty Five and 12/100 Dollars ($8,658,855.12). At Closing, or thereafter as promptly as is reasonably possible, CIGR shall also deliver to Nathaniel the books and records of KHC.
At the Closing. Each Holder shall deliver: against delivery of a certificate or certificates representing the shares being acquired by such Holder pursuant to Section 2.1, certificates for Shares, duly endorsed for transfer, to be surrendered to the Company by such Holder pursuant to Section 2.1; an executed copy of the Supplementary Registration Rights Agreement; and an executed copy of the Supplementary Shareholders Agreement. The Company shall deliver to each Holder: against surrender by such Holder of certificates representing the Shares to be surrendered to the Company pursuant to Section 2.1, a certificate or certificates representing the shares of Common Stock being acquired by such Holder pursuant to Section 2.1, which shall be in definitive form and registered in the name of such Holder or its nominee or designee (to the extent permitted by the Shareholders Agreement) and in a single certificate or in such other denominations as such Holder shall request not later than one Business Day prior to the Closing Date. an opinion of Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx, counsel to the Company, dated the Closing Date in the form of Exhibit C; an officer's certificate of the Company as contemplated by Section 7.2(f); a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D: a long-form good standing certificate of the Company, issued by the Secretary of State of the State of Delaware; an executed copy of the Supplementary Registration Rights Agreement; and an executed copy of the Supplementary Shareholders Agreement.
At the Closing. (x) the Company shall issue and deliver to each Purchaser (i) a stock certificate, registered in the name of such Purchaser and free of all restrictive legends, representing the number of shares of Common Stock (the shares of Common Stock issued and sold to the Purchasers hereunder are collectively, the "Shares") equal to the quotient obtained by dividing (a) the purchase price set forth below such Purchaser's signature to this Agreement by (b) $3.00, or, for Purchasers who provide the necessary account information to the Company, the Company shall issue and deliver such Shares in a balance account with The Depository Trust Company through its Deposit Withdrawal Agent Commission System, (ii) a prospectus supplement with respect to the Registration Statement (as defined in Section 2(g)) reflecting the sale of the Shares (the "Supplement"), and (iii) the legal opinion of the Company's outside counsel in the form of Exhibit A; and (y) each Purchaser shall deliver to the Company the purchase price set forth below such Purchaser's signature to this Agreement, in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. (b) For the purposes of this Agreement, the following definitions shall apply:
At the Closing. (i) Silver, Xxxxxxxx and Taff, L.L.P. shall deliver to the Company the certificates, minute book, documents, and other materials theretofore held in escrow from the Closing in Escrow; (ii) the Shareholders shall deliver to the Company updated consents, waivers and authorizations as referred to in Section 1.2(a)(iii) above, updated Certificates of Good Standing as referred to in Section 1.2(a)(v) above, updated certificates, dated the Closing Date, required pursuant to Sections 7.2(a) and 7.2(b) below, and an updated opinion of counsel as referred to in Section 1.2(a)(vii) above; and (iii) the Company shall deliver the Purchase Price to the Shareholders as provided in Section 1.3 above.