Actions by Buyer Clause Samples

Actions by Buyer. Buyer will be able to take a wide range of actions relating to Seller, the Transactions, and the Transaction Documents, all without Guarantor’s consent or notice to Guarantor. Guarantor’s full and unconditional liability under this Guaranty will continue whether or not Guarantor has consented to such actions.

Actions by Buyer. No later than Seven (7) business days after the Closing Date, Buyer shall deliver to Seller: (a) The Payment from Buyer to Seller; and (b) Those other closing documents which Seller may reasonably require.

Actions by Buyer. At closing, the Buyer shall deliver to Seller: (a) The Assignment of Patents executed by Buyer in the form attached hereto as Exhibit “C”; and (b) Those other closing documents which Seller may reasonably require.

Actions by Buyer. Buyer shall have taken all actions and executed such documents as set forth in Section 2.2 hereof.

Actions by Buyer. Neither Buyer nor any Affiliate of Buyer will make (i) any election under Code Section 338 with respect to the acquisition of the Shares of a U.S. Group Entity pursuant to this Agreement, or (ii) except as expressly permitted by Section 5.6(l) of the Disclosure Schedule, any election (including any election under Treasury Regulation Section 301.7701-3) that would have effect on or prior to the Closing Date or create Tax liability with respect to any taxable period ending on or prior to the Closing Date or that is allocable (under Section 5.6(c)) to the portion of a Straddle Period that ends on the Closing Date. Buyer shall cause each Company and each Subsidiary to refrain from making any sale (or other disposition) of assets outside the ordinary course of business on the Closing Date after the Closing.

Actions by Buyer. As soon as reasonably practicable following execution of this Agreement, but in no event later than five (5) business days from the date hereof, Buyer shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and any other ancillary documents pursuant to which the Offer shall be made (such Schedule 14D-1 and the documents therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents prior to the filing thereof with the SEC. The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act, and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by Buyer with respect to information supplied by the Company or Sellers for inclusion in the Offer Documents. Each of Sellers, Buyer and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Buyer and the Company further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Buyer agrees to provide the Company and its counsel in writing with any comments Buyer or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments.

Actions by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Stockholders, in form and substance acceptable to Stockholders, each of the following instruments or materials, duly executed: (a) Certificates representing the Closing Shares issued in the name of Stockholders. (b) A certificate executed by the President or any Executive or Senior Vice President of Buyer to the effect that: (i) Buyer is in compliance with all the terms, covenants and conditions contained in this Agreement on its part to be complied with; and (ii) all representations and warranties of Buyer contained in this Agreement were true and correct when made and are true and correct as of the Closing date. (c) The opinion of counsel to Buyer, Reinhart, Boerner, Van Deuren, Norr▇▇ & ▇ies▇▇▇▇▇▇, ▇.c., reasonably satisfactory to the Stockholders, and subject to customary assumptions and exceptions, dated the date of the Closing, to the effect that: (i) Each of Buyer and CSI is a corporation organized, existing and in good standing under the laws of its jurisdiction of incorporation and has the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by requisite corporate action taken on the part of Buyer and CSI; (ii) This Agreement has been executed and delivered by Buyer and CSI and (assuming the valid authorization, execution and delivery of this Agreement by Stockholders) is a valid and binding agreement of Buyer and CSI, enforceable against Buyer and CSI in accordance with its terms, (a) except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and (b) except that the remedies of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) The execution, delivery and performance of this Agreement by Buyer and CSI will not constitute a violation of the Articles of Incorporation or By-Laws (or other similar charter document), as currently in effect, of Buyer and CSI; (iv) The Closing Shares have been validly issued, fully paid and are nonassessable except as set forth in Wisconsin Statutes section 180.0622(2)(b); and (v) The Registra...

Actions by Buyer. At Closing, Buyer shall deliver: (a) to Sellers that portion of the Purchase Price described in Section 1.2(a); (b) to the Escrow Agent the Escrowed Amount; and (c) to the Company the Options Payment described in Section 1.2(a).

Actions by Buyer. At Closing, Buyer shall: (a) pay the Preliminary Purchase Price as follows: (i) an amount equal to the Preliminary Purchase Price minus the Initial Escrow Amount to the account or accounts as designated by Sellers in writing no later than 10 (ten) Business Days before the Closing Date; and (ii) the Initial Escrow Amount of CHF * (in words: Swiss francs *) to the Escrow Account; (b) repay the Shareholder Loans including accrued interest thereon pursuant to Article 2.1(a)(ii) and as determined in accordance with Article 3.7 to the account or accounts as designated by Sellers in writing no later than 10 (ten) Business Days before the Closing Date; (c) deliver to Sellers a certified copy of any power of attorney under which any of the actions referred to in this Article 4.3.3 are executed, including evidence reasonably satisfactory to Sellers of the authority of any person signing on behalf of Buyer; and (d) confirm to Sellers in writing that the conditions set forth in Articles 4.2.1(a) and (b) and 4.2.3 are satisfied as of the Closing Date.