Actions at the Closing Sample Clauses
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Actions at the Closing. At the Closing:
(i) the Seller shall execute and deliver to the Buyer a stock transfer form in favor of the Buyer in respect of the Shares together with the share certificate relating thereto (or duly executed indemnity for that share certificate in a form reasonably satisfactory to the Buyer);
(ii) the Seller shall execute and deliver a ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit A;
(iii) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit B;
(iv) the Seller and the Buyer shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit C;
(v) the Seller and the Buyer shall execute and deliver a Supply Agreement in substantially the form attached hereto as Exhibit D;
(vi) the Buyer shall pay to the Seller the Purchase Price (as adjusted at Closing pursuant to Section 1.4) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the Seller at least two Business Days prior to the Closing;
(vii) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above;
(viii) the Seller shall deliver to the Buyer duly executed letters of resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as secretary of Raydex and of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director at Raydex;
(ix) the Seller shall deliver to the Buyer a written resignation of the auditors of Raydex together with the item required under Section 519 of the Companies ▇▇▇ ▇▇▇▇;
(x) the Seller shall cause to be held a meeting of the board of directors of Raydex at which: (A) the registration of the transfer of the Shares and the issue of a share certificate in respect of the Shares shall (subject to stamping) be approved; (B) such persons as the Buyer shall nominate shall be appointed as directors and as secretary of Raydex and the resignations referred to in (viii) above shall be accepted; (C) such firm of accountants as the Buyer shall nominate shall be appointed as the auditors of Raydex and the resignation referred to in (ix) above shall be accepted; and (D) all existing bank mandates of Raydex shall be terminated and new mandates entered into; and
(xi) the Seller shall deliver to the Buyer the statutory registers and minute books (written up to Closing), the certificate of incorporation and any certificate of incorporation or change of name o...
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: ----------------------
(a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.2;
(b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3;
(c) the Surviving Corporation shall file with the Secretary of State of the State of Florida the Certificate of Merger;
(d) the Buyer shall make the Initial Shares (as defined below) available to a bank trust company or other entity reasonably satisfactory to the Company appointed by the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.7;
(e) the Buyer, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ are referred to herein as the "Indemnification Representatives") and State Street Bank and Trust Company (the "Escrow Agent") 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 and to be held and disbursed in accordance with the Escrow Agreement and Section 1.10 below; and
(f) the Buyer shall deliver to Chase H&Q Securities, Inc. ("Chase") a certificate in the name Chase or an affiliate thereof evidencing 195,000 shares of Buyer Common Stock, subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between the date hereof and the Effective Time (the "Chase Shares").
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 Oregon the Articles of Merger;
(d) each Company Shareholder, other than holders of Dissenting Shares, shall deliver to the Buyer for cancellation the certificate(s) representing such Company Shareholder's Company Shares;
(e) the Buyer or the Surviving Corporation shall pay (by wire transfer) to each Company Shareholder for each Common Share held by such Company Shareholder the Price Per Share;
(f) the Buyer shall pay (by wire transfer) to Mizuho Corporate Bank, Ltd. the outstanding principal plus accrued interest through the Closing Date (the "Mizuho Payoff Amount") on (i) the Master Promissory Note, dated November 28, 2001, issued by the Company to Mizuho Corporate Bank, Ltd. and (ii) the Master Promissory Note, dated June 15, 2001, issued by the Company to Mizuho Corporate Bank, Ltd, and the Company shall deliver to the Buyer the Release Documentation with respect to such promissory notes;
(g) the Buyer shall pay (by wire transfer) to The Bank of Tokyo-Mitsubishi UFJ, Ltd the outstanding principal plus accrued interest through the Closing Date (the "BTM Payoff Amount") under the Uncommitted Loan Agreement, dated June 1, 2003, between The Bank of Tokyo-Mitsubishi UFJ, Ltd and the Company, and the Company shall deliver to the Buyer the Release Documentation with respect to such agreement;
(h) the Buyer shall pay (by wire transfer) to Sumitomo Mitsui Banking Corporation the outstanding principal plus accrued interest through the Closing Date (the "SMBC Payoff Amount") under the Uncommitted and Revolving Credit Line Agreement, dated June 8, 2005, between Sumitomo Mitsui Banking Corporation and the Company, and the Company shall deliver to the Buyer the Release Documentation with respect to such credit line;
(i) the Surviving Corporation shall pay (by wire transfer) to the Primary Shareholder and its Affiliates, as appropriate, an amount equal to the ICO Credit in payment of a portion of the Intercompany Obligations, consisting of those Intercompany Obligations owed by the Company and first maturing or otherwise becoming due after the Closing Date); and
(j) th...
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 Parent and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.2;
(b) the Parent and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3;
(c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware;
(d) each of the stockholders of record of the Company immediately prior to the Effective Time (collectively, the “Company Stockholders”) shall, if requested by the Parent, deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below);
(e) the Parent shall deliver certificates for the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants (as defined below) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(c);
(f) the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of five individuals, (ii) the resignations of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of five directors to serve immediately following the Closing Date, four of whom shall have been designated by the Company and one of whom shall have been designated by the placement agent (the “Placement Agent”) for the Private Placement Offering, provided that such Placement Agent designee is reasonably acceptable to the four Company designees, and (iv) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and
(g) the Parent, G▇▇▇▇▇ ▇▇▇▇▇▇▇ and E▇▇▇ ▇▇▇▇▇ (the “Indemnification Representatives”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), and the Parent 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 1.9.
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 5.2;
(b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3;
(c) each holder of the outstanding 10% Subordinated Convertible Debentures due January 31, 1998 of the Company (the "Debentures") shall exchange the Debentures for promissory notes of the Buyer (the "Buyer Notes") in substantially the form attached hereto as Exhibit A, in a principal amount equal to the principal amount, plus all accrued and unpaid interest through the Closing Date, of the Debentures for which the Buyer Notes are exchanged, and the Buyer and the holders of the Debentures shall enter into a Registration Rights Agreement in the form attached hereto as Exhibit B;
(d) the Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of Merger;
(e) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Company Stockholders") shall deliver to the Buyer the certificate(s) or instrument(s) representing his/her Common Shares (as defined below);
(f) the Buyer shall deliver to each Company Stockholder certificates for the Initial Shares (as defined in Section 1.5 below) into which his/her Common Shares are converted in accordance with Section 1.5; and
(g) the Buyer, Dr. ▇▇▇▇▇▇ ▇. ▇▇▇▇, Jr. and Denn▇▇ ▇. ▇▇▇▇▇▇▇▇ (▇▇e "Indemnification Representatives") and State Street Bank and Trust Company (the "Escrow Agent") shall execute and deliver the Escrow Agreement in the form attached hereto as Exhibit C (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 1.8.
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.