Actions at the Closing Sample Clauses

Actions at the Closing. At the Closing, the Purchaser and the Company (as applicable) shall take or cause to be taken the following actions (“Closing Actions”):

Actions at the Closing. Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities ...

Actions at the Closing. At the Closing: (i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.2 not otherwise listed in this Section 1.3(b); (ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.3 not otherwise listed in this Section 1.3(b); (iii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Bills of Sale in substantially the form attached hereto as Exhibit B (collectively, the “▇▇▇▇ of Sale”); (iv) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Intellectual Property License Agreement in substantially the form attached hereto as Exhibit C (the “IP License Agreement”); (v) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Patent Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “Patent Assignment Agreement”); (vi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Domain Name Assignment Agreement, in substantially the form attached hereto as Exhibit E (the “Domain Name Assignment Agreement”); (vii) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit F (the “Trademark Assignment Agreement” and, together with the Patent Assignment Agreement and the Domain Name Assignment Agreement, the “IP Assignment Agreements”); (viii) Seller and Buyer shall deliver (or cause to be delivered) to the other one or more executed Assumption Agreements and such other instruments as Seller may reasonably request in order to effect the assignment to, and assumption by, Buyer of certain of the Acquired Assets and the Assumed Liabilities; (ix) Seller shall deliver (or cause to be delivered) or otherwise make available (or cause to be made available) to Buyer the Transferred Product Records; (x) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”); (xi) Seller and Buyer shall deliver (or cause to be delivered) to the other an executed Sublease in substantially the form attached hereto as Exhibit H (the “Sublease”); (xii) Seller shall deliver (or cause to be delivered) s...

Actions at the Closing. At the Closing: (i) Seller and ▇▇▇▇▇ shall execute and deliver to each other a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment and Assumption Agreement”) in the form attached hereto as Exhibit A; (ii) Seller and Buyer shall execute and deliver to each other (A) a lease assignment and assumption agreement (the “Lease Assignment and Assumption Agreement”) in the form attached hereto as Exhibit B-1 assigning a leasehold interest in the leased real property described therein and in any structures, improvements, buildings and facilities located on such leased real property (the “GMP Facility”) and (B) a sublease agreement (the “Sublease Agreement”) in the form attached hereto as Exhibit B-2 assigning a sublease interest in the leased real property described therein and in any structures, improvements, buildings and facilities located thereon (the “Laboratory Facilities,” and collectively with the GMP Facility, the “Leased Real Property”); (iii) Seller and Buyer shall execute and deliver to each other a license agreement (the “License Agreement”) in the form attached hereto as Exhibit C; (iv) Seller and Buyer shall execute and deliver to each other a transition services agreement (the “Transition Services Agreement”) in the form attached hereto as Exhibit D; (v) Seller and the Buyer Parties shall execute and deliver to each other the Convertible Note Subscription Deed and the Note Deed Poll, and Buyer shall issue Seller the Convertible Notes in accordance therewith; (vi) Seller and Buyer Parent shall execute and deliver to each other a registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit E; (vii) Seller and Buyer Parent shall execute and deliver to each other the guaranty agreement (the “Guaranty Agreement”) in the form attached hereto as Exhibit G; and (viii) Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9.

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer the various certificates, instruments and documents referred to in paragraphs (e) through (o) of Section 6.1 below; (b) the Buyer shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below; (c) the Buyer shall be entered into the share register of the Company as the owner of the Company Shares sold by the Company Stockholders pursuant to this Agreement; (d) the Buyer shall deliver to the Stockholders' Representative, for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) in accordance with Section 1.5 below; and (e) the Buyer, each of the Company Stockholders and the Escrow Agent (as defined therein) shall execute and deliver an Escrow Agreement in substantially the form attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.7 below.

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.1; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (d) the Buyer or the Surviving Co the Exchange Agent to establish a reserve account for the distribution of certificates representing the Initial Merger Shares to the Company Stockholders in accordance with Sections 1.5(d) and 1.8(a); (e) the Buyer or the Surviving Corporation shall deliver instructions to the Exchange Agent to distribute certificates representing the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b) and 1.9; and (f) the Buyer, the Representative and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, and the Buyer shall deliver to the Escrow Agent certificates for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to Section 1.13.

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Parent and the Acquisition Subsidiary the various certificates, instruments and documents to be delivered by the Company pursuant to Sections 5.1 and 5.2; (b) the Parent and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents to be delivered by the Parent and/or Acquisition Subsidiary pursuant to Sections 5.1 and 5.3; and (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL.

Actions at the Closing. At the Closing: (i) the Seller shall deliver to the Buyer the Seller Certificate; (ii) the Buyer shall deliver to the Seller the Buyer Certificate; (iii) the Seller shall execute and deliver to the Buyer a ▇▇▇▇ of sale (the "▇▇▇▇ of Sale"); (iv) the Buyer and the Seller shall execute and deliver to the other an assumption agreement ("Assumption Agreement"); (v) the Buyer and the Seller shall execute and deliver to the other a transition services agreement (the "Transition Services Agreement"); (vi) the Buyer shall execute and deliver to SMB, and the Seller shall cause SMB to execute and deliver to the Buyer, a bank services agreement (the "Bank Services Agreement"); (vii) the Buyer, the Seller and the Escrow Agent shall execute and deliver an escrow agreement (the "Escrow Agreement"); (viii) the Buyer shall pay to the Seller the Purchase Price, less the Escrow Amount, in cash by wire transfer of immediately available funds into an account designated by the Seller; (ix) the Buyer shall deposit with the Escrow Agent, pursuant to the Escrow Agreement, the Escrow Amount as the Buyer's sole recourse in the event the Seller and the Buyer do not receive any of the Required Consents; and (x) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to in this Section 1.3(b).

Actions at the Closing. At the Closing: (i) PKI shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.1; (ii) Buyer shall deliver (or cause to be delivered) to Sellers the various certificates, instruments and documents required to be delivered under Section 5.2; (iii) PKI shall deliver (or cause to be delivered) to Buyer certificate(s) evidencing all of the Stock, duly endorsed in blank, or with stock powers or other instruments of transfer reasonably acceptable to Buyer duly executed by PKI Singapore Parent and PKI Singapore; (iv) PKI shall, and shall cause PKI France to, deliver to Buyer an executed ▇▇▇▇ of Sale in substantially the form attached hereto as Exhibit B; (v) PKI shall cause PKI France to deliver to Buyer, and Buyer shall deliver to PKI France, an executed Sale of an On Going Concern Agreement in substantially the form attached hereto as Exhibit C, which Sale of an On Going Concern Agreement shall, among other things, evidence (A) the sale, conveyance, assignment, transfer and delivery by PKI France to Buyer of all of PKI France’s right, title and interest in the Acquired Assets and (B) the assumption and agreement by Buyer to pay, perform and discharge when due all of the Assumed Liabilities of PKI France (the “French Agreement”). For the avoidance of doubt, the Parties hereby agree that the French Agreement shall not expand or reduce the rights and obligations and liabilities of the Parties under this Agreement, and, if there is any conflict between this Agreement and the French Agreement, this Agreement shall control; (vi) PKI shall deliver to Buyer an executed Patent Assignment in substantially the form attached hereto as Exhibit D; (vii) PKI shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit E; (viii) PKI shall deliver to Buyer an executed Copyright Assignment in substantially the form attached hereto as Exhibit F; (ix) PKI shall deliver (or cause to be delivered) such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets owned by the Asset Sellers; (x) PKI shall transfer (or cause to be transferred) all the books, records, files and other data (or copies thereof) (other than stock record books) within the possession of the Asset Sellers relating primarily to the Acquired Assets and reasonabl...