ACTIONS TO BE TAKEN ON THE CLOSING DATE Clause Samples
ACTIONS TO BE TAKEN ON THE CLOSING DATE. (a) On the Closing Date, all of the actions required for Closing, including the actions listed below shall be carried out by the relevant Parties. Each action will be conditional upon the occurrence of all of the others, so that if one of these actions is not taken by the relevant Party, each other Party shall be entitled to refuse to proceed with the Closing and shall incur no liability vis-à-vis the other Parties in connection with such refusal, without prejudice to its right to seek and obtain from the defaulting Party any other remedy that may be available under applicable Law.
(b) The Sellers’ Agent shall deliver to the Buyer, or ensure the delivery to the Buyer of:
(i) the share transfer forms (ordres de mouvement) in favor of the Buyer for all the Sold Securities, duly executed by each Seller,
(ii) the tax transfer forms (formulaire cerfa n°2759 DGI) for all the Jupiter Shares, the FJ Sold Shares and the STH Sold Shares, duly executed by each Seller,
(iii) the share transfer books (registre des mouvements de titres) and the shareholders’ individual accounts (comptes d’actionnaires) of Jupiter, FJ, STH, Souriau Holding SAS, Souriau SAS and Technocontact SA,
(iv) the share transfer forms (ordres de mouvement) in favor of Souriau SAS for the shares held in Technocontact SA by ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share), ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share) duly executed by each of them,
(v) the tax transfer forms (formulaire cerfa n°2759 DGI) for the shares held in Technocontact SA by ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share), ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share) duly executed by each of them,
(vi) originals of the share loan agreements (prêt de consommation d’action) for the loan of shares of Technocontact SA granted by Souriau SAS to ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share) ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share),
(vii) originals of the resignation letters of the corporate officers of the Group Companies identified in Schedule 11 (List of Officers who will resign at Closing) effective as of the Closing Date, substantially in the form set out in Schedule 12 (Managers Resignation letters),
(viii) evidence of the express prior written consent of the President of Jupiter to the transfer of the Jupiter Shares;
(ix) evidence of the express prior written consent of the President of FJ to the transfer of the FJ Sold Shares;
(x) evidence (in the form of certified copies of the relevant minutes) that the transfer of ...
ACTIONS TO BE TAKEN ON THE CLOSING DATE. (a) On the Closing Date, the Company will issue the Subscription Shares (the “Issuance”). The Issuance will be deemed complete after the payment of the Subscription Price, the registry of the Issuance in the stock-ledger of the Company, and the delivery to the Purchaser of a copy of the share certificate representing the Subscription Shares;
(b) At the Closing Date, the Company shall deliver to the Purchaser:
(i) A copy of the certificate representing the Subscription Shares representing 17,892,248 common shares, issued by the Company in favour of the Purchaser or the Purchaser Subsidiary (at the option of the Purchaser), free of any Encumbrances, other than those set forth in the by-laws of the Company or the Shareholders Agreement, registered in the stock-ledger of the Company and a copy of the stock-ledger of the Company evidencing Purchaser’s title to the Subscription Shares (it being understood that the original certificate will remain with the Company’s corporate records for so long as they remain with legal counsel for the Company, provided that the Company shall deliver the original share certificate to the Purchaser forthwith upon request); and
(ii) a certificate of the Legal Representative of the Company, certifying and guaranteeing:
ACTIONS TO BE TAKEN ON THE CLOSING DATE. (a) On the Closing Date, the Parties will exchange copies of the certificates representing the Purchased Shares and the MVMD Shares (the “Share Transfer”). The Share Transfer will be deemed complete after the exchange of the copies of the respective share certificates, and the registry of the transfers in the stock-ledger of Purchaser and the Company, respectively;
(b) On the Closing Date, the Vendors shall deliver to Purchaser:
(i) The corresponding Purchased Shares certificates, duly cancelled and a new share certificate in the amount of 26,838,372 common shares, issued by the Company in favour of the Purchaser or the Purchaser Subsidiary at the option of the Purchaser, free of any Encumbrances, other than those set forth in the by-laws of the Company or the Shareholders Agreement, registered in the stock-ledger of the Company and a copy of the stock-ledger of the Company evidencing Purchaser’s title to the Purchased Shares (it being understood that the original certificate will remain with the Company’s corporate records for so long as they remain with legal counsel for the Company, provided that the Company shall deliver the original share certificate to the Purchaser forthwith upon request); and
(ii) any other certificate, document, or instrument required by the laws of the Province of Ontario or the laws Canada applicable therein, or the laws of the Republic of Colombia, as may be reasonably requested by either Party.
(c) On the Closing Date, Purchaser shall deliver to the Vendors:
(i) The corresponding MVMD Shares certificates, representing in the aggregate common shares, issued by MVMD in favour of the respective Vendors, duly endorsed, free of any Encumbrances, however subject to applicable resale restrictions pursuant to applicable securities laws in the jurisdictions of the Vendors and the Purchaser, registered in the stock-ledger of the Purchaser; and
(ii) any other certificate, document, or instrument required by the laws of the Province of Ontario or the laws of Canada, as may be reasonably requested by the Vendors.
(d) On the Closing Date, the Parties will deliver or exchange, as applicable, duly executed copies of the Transaction Documents.
ACTIONS TO BE TAKEN ON THE CLOSING DATE. (a) On the Closing Date, the Parties will exchange copies of the certificates representing the Purchased Shares and the MVMD Shares (the “Share Transfer”). The Share Transfer will be deemed complete after the exchange of the copies of the respective share certificates, and the registry of the transfers in the stock-ledger of Purchaser and the Company, respectively;
(b) On the Closing Date, the Vendors shall deliver to Purchaser:
(i) The corresponding Purchased Shares certificates, duly cancelled and a new share certificate in the amount of 26,838,372 common shares, issued by the Company in favour of the Purchaser or the Purchaser Subsidiary at the option of the Purchaser, free of any Encumbrances, other than those set forth in the by-laws of the Company or the Shareholders Agreement, registered in the stock-ledger of the Company and a copy of the stock-ledger of the Company evidencing Purchaser’s title to the Purchased Shares (it being understood that the original certificate will remain with the Company’s corporate records for so long as they remain with legal counsel for the Company, provided that the Company shall deliver the original share certificate to the Purchaser forthwith upon request); and
(ii) any other certificate, document, or instrument required by the laws of the Province of Ontario or the laws Canada applicable therein, or the laws of the Republic of Colombia, as may be reasonably requested by either Party.
(c) On the Closing Date, Purchaser shall deliver to the Vendors:
(i) The corresponding MVMD Shares certificates, representing in the aggregate common shares, issued by MVMD in favour of the respective Vendors, duly endorsed, free of any Encumbrances, however subject to applicable resale restrictions pursuant to applicable securities laws in the jurisdictions of the Vendors and the Purchaser, registered in the stock-ledger of the Purchaser; and
(ii) any other certificate, document, or instrument required by the laws of the Province of Ontario or the laws of Canada, as may be reasonably requested by the Vendors.
(d) On the Closing Date, the Parties will deliver or exchange, as applicable, duly executed copies of the Transaction Documents.