Actions on the Closing Date. Not later than 11:00 a.m., New York City time, on the Closing Date, each Investor will transmit to an account of the Company with a bank in New York City that is specified by the Company at least two Business Days before the Closing Date immediately available funds equal to the full amount of the purchase price for the Acquired Common Stock to be purchased by such Investor in accordance with Section 1.1 (the “Aggregate Purchase Price””). Upon receipt by the Company of confirmation that such funds have been received, the Company will instruct The Bank of New York Mellon Shareholder Services (or its successor), as transfer agent, to issue the Acquired Common Stock to the Investor in book entry form. The depositary that holds the Acquired Common Stock may be instructed to note on its records that the Acquired Common Stock (a) has been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold or transferred other than in a transaction that is registered under the Securities Act or is exempt from the registration requirements of the Securities Act (which notation will be withdrawn when resale of the Acquired Common Stock has been registered under the Securities Act as contemplated by Article 8), and (b) is subject to the sale restrictions contained in Article 7. On the Closing Date, the Company shall also deliver or cause to be delivered to each Investor (x) a receipt for the Aggregate Purchase Price paid by that Investor; and (y) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Actions on the Closing Date. On the Closing Date, the Parties shall take, or cause to be taken, the following actions, which shall be taken simultaneously (Zug um Zug):
Actions on the Closing Date. 4.4.1 At the Closing Date the Parties shall take the following actions or cause such actions to be taken (together referred to as the “Closing”) in the order set out below:
Actions on the Closing Date. At the Closing, the Parties shall simultaneously execute and deliver the following documents or cause such documents to be executed and delivered and take the following actions or cause such actions to be taken simultaneously:
Actions on the Closing Date. Parent covenants that it will not and will not cause or permit Company, BV Sub or Merger Sub or any Affiliate of Parent, BV Sub or Merger Sub to take any action on the Closing Date other than in the ordinary course of business, that could give rise to any Tax liability or reduce any Tax asset of the Company.
Actions on the Closing Date. Immediately after execution of this Agreement, the Seller and the Purchaser shall take the following actions in the sequence presented (each a Closing Action and collectively the Closing Actions)
Actions on the Closing Date. On the Closing Date and immediately prior to the Closing, the Sellers shall procure the transfer of the entire share capital of such entities as may be specified by Purchaser under Section 3.4 above to the nominated transferees in accordance with Section 3.4 on transfers as set out in Annex 3.4. Thereafter, at the Closing, the Parties shall simultaneously (Zug um Zug) take the following actions:
Actions on the Closing Date. On the Scheduled Closing Date, the Parties shall take, or cause to be taken, the actions set forth in this Section 4.4 (a) and (b) below (the “Closing Actions”) which shall be taken simultaneously (Zug um Zug); it being understood that, prior to Closing, Seller will transfer the Seller’s Shares to a blocked securities account (Sperrdepot) with X.X. Xxxxxx AG (JPM) in Germany and open a cash account with JPM. Purchaser will (re-)locate the Closing Purchase Price to a bank account established by a German bank or a German branch of a foreign bank to be specified no later than five Business Days prior to the Scheduled Closing Date and open a German securities account with the same bank. Each Party shall notify to the other Party the details of its cash and security accounts at the latest five Business Days prior to the Scheduled Closing Date. On the Scheduled Closing Date,
Actions on the Closing Date. (a) Unless the Investor is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) that is not permitted to pay for securities until it has possession of the securities, not later than 11:00 a.m., New York City time, on the Closing Date, the Investor will transmit to the account of the Company specified as provided in the Instructions to the Investor’s Subscription Agreement, immediately available funds equal to the full amount of the purchase price for the Acquired Common Stock to be purchased by the Investor in accordance with the Investor’s Subscription Agreement (the “Aggregate Purchase Price””). Upon receipt by the Company of confirmation that such funds have been received, the Company will instruct The Bank of New York Mellon Shareholder Services (or its successor), as transfer agent (the “Transfer Agent”), to issue the Acquired Common Stock to the Investor through book entry transfer to an account at The Depositary Trust Company or another account specified by the Investor.
Actions on the Closing Date. At the Closing, the Sellers and the Purchaser shall simultaneously (Zug um Zug) take the following actions:
