At the Closing Clause Samples

At the Closing. (i) Echo shall, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and cl...

At the Closing. (i) the Company and the Sellers shall deliver to the Buyer the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇; (D) the Acquired Company Financials; (E) evidence, in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the C...

At the Closing. (i) The Company and the Purchaser shall execute this Agreement, which shall serve as evidence of ownership of the Shares, free from restrictions on transfer except as set forth in this Agreement. Subsequent to the Closing, at a time chosen by the Company in its sole discretion, the Company will issue a stock certificate to the Purchaser to evidence the Shares. (ii) The Purchaser shall deliver to the Company the Purchase Price through the delivery of the signed Notice of Debt Satisfaction in form attached hereto as Exhibit B.

At the Closing. The Sellers shall deliver or cause to be delivered to the Buyer the following:

At the Closing. Seller shall deliver to Buyer (together referred to as "Seller's Closing Documents"):

At the Closing. At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) stock certificates representing the Purchased Shares, duly endorsed or accompanied by stock powers for transfer to Purchaser, in each case free and clear of all Encumbrances (other than restrictions on the transfer of securities arising under applicable securities Laws and any Encumbrances created by Purchaser); (ii) stock certificates representing the Holdings Shares, the Company Shares and, if certificated, the shares of each Subsidiary of the Company in existence at Closing, in each case free and clear of all Encumbrances (other than restrictions on the transfer of securities arising under applicable securities Laws and any Encumbrances created by Purchaser); (iii) a certificate signed by the Secretary of Seller, dated as of the Closing Date, certifying to: (i) resolutions of the board of directors of Seller approving the sale of the Purchased Shares and the execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions; and (ii) incumbency and signature of the officers of Seller executing this Agreement and any other certificate or document delivered by Seller in connection with this Agreement; (iv) a certificate, dated as of the Closing Date and signed by the President or Chief Financial Officer of Seller, that each of the conditions set forth in Section 6.2(a), Section 6.2(b), Section 6.2(c) and Section 6.2(e) has been satisfied; (v) evidence that the GSO Payoff Amount has been paid in full and that the GSO Release Letters are in full force and effect; and (vi) a certificate or certificates, in compliance with Treasury Regulations Section 1.1445-2(c), certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code, and a statement in compliance with Treasury Regulations Section 1.897-2(h). (vii) letters of resignation in form and substance reasonably acceptable to Purchaser and duly executed by those directors and officers of the Genesis Companies identified on Schedule 2.6(b)(vii); (viii) an amendment to that certain Game Content License Agreement, dated as of February 11, 2015, by and between the Company and Seller (the “Game Content License Agreement”), in the form set forth on Schedule 2.6(b)(viii), duly executed by the Company and Seller; (ix) evidence in form and substance reasonably acceptable to Purchaser that the Company has obtained the third party consents from the Gove...

At the Closing. A. Seller shall execute and deliver to Purchaser a copy of the change of status of American Nutritional Exchange, Inc. from an "S" corporation to a "C" corporation. B. Seller shall execute and deliver to Purchaser the 430 Special Common Shares, which shall be delivered to the Purchaser free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. C. Purchaser shall pay to the Seller the initial installment of the Purchase Price in immediately available funds for the Special Common Shares in accordance with the terms of Section 2 hereof. D. Seller shall deliver to Purchaser copies, certified by the Secretary of Seller, of (i) certificates of good standing in the jurisdiction of the Seller's incorporation and in each other jurisdiction in which the Seller is doing or transacting business, and (ii) the written approval of the Board of Directors of Seller authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. E. Purchaser shall deliver to Seller copies, certified by the Secretary of Purchaser, of (i) certificates of good standing in the jurisdiction of the Purchaser's incorporation and in each other jurisdiction in which the Purchaser is doing or transacting business, and (ii) the written approval of the Board of Directors of Purchaser authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. F. Seller shall deliver to the Purchaser all necessary consents of third parties to the execution and delivery of this Agreement and the consummation of the transactions contemplated.

At the Closing. (i) each Stockholder shall deliver to the Buyer one or more certificates evidencing all of the Orion Shares owned by such Stockholder, duly endorsed in blank or with stock powers duly executed by such Stockholder; (ii) the Buyer shall deliver to each Stockholder their portion of the Closing Payment in accordance with Section 1.2(a); (iii) the Buyer shall place the Escrow Amount in escrow in accordance with Section 1.2(b); (iv) Orion shall deliver to the Buyer a Good Standing Certificate of Orion from the Secretary of State of the State of Virginia; (v) Orion shall deliver to the Buyer the Certificate of Incorporation of Orion as certified by the Secretary of State of the State of Virginia; (vi) Orion shall deliver to the Buyer a Certificate of the Secretary of Orion as to (i) the By-Laws, (ii) resolutions of the Board of Directors relating to this Agreement and the transactions contemplated herein and (iii) the incumbency of officers; (vii) Orion shall deliver to the Buyer the Resignations of all Officers and Directors of Orion; (viii) Orion shall deliver to the Buyer a closing balance sheet as of May 31, 2006 (the “Closing Balance Sheet”); (ix) Orion shall deliver to the Buyer one or more stock certificates issued in the name of Buyer representing all of the outstanding shares of capital stock of Orion; (x) Orion shall deliver to the Buyer each of the Required Consents (as defined in Section 3.3); (xi) Orion and the Principal Stockholders shall deliver to the Buyer a duly executed certificate of the President of Orion and each of the Principal Stockholders dated the Closing Date certifying that warranties and representations made by Orion and the Stockholders herein to the Buyer are true and correct in all material respects on and as of the Closing Date, with the same effect as if such warranties and representations had been made on and as of the Closing Date, and that Orion and each of the Stockholders have performed and complied with all agreements, covenants and conditions on their part required to be performed or complied with on or prior to the Closing Date; (xii) the Buyer shall deliver to Orion a Good Standing Certificate of the Buyer from the Secretary of the State of the State of Maryland; (xiii) the Buyer shall deliver to Orion the Articles of Incorporation of the Buyer as certified by the Secretary of the State of the State of Maryland; (xiv) the Buyer shall deliver to Orion a Certificate of the Secretary of the Buyer as to (i) the By-Laws, (ii...

At the Closing. The Company will deliver to Buyer: