Certain Closing Actions Clause Samples
The "Certain Closing Actions" clause outlines specific steps or requirements that must be completed by the parties at the closing of a transaction. This may include the delivery of signed documents, payment of purchase price, transfer of assets, or confirmation that all conditions precedent have been satisfied. By clearly specifying these actions, the clause ensures that both parties understand their obligations at closing, thereby reducing the risk of misunderstandings or incomplete transactions.
Certain Closing Actions. On the terms and subject to the conditions set forth in this Agreement, upon the Closing:
(a) Cash at the Closing. Purchaser shall pay to the ESOP the Aggregate Stockholder Consideration Amount at the Closing by wire transfer of immediately available funds to an account or accounts designated by the ESOP.
Certain Closing Actions. On or before the Closing, Sellers shall cause 5.11 to take all actions reasonably necessary to satisfy all of Buyer's conditions to Closing that involve 5.11, including those set forth in Sections 7(a)(xxi), (xxii), (xxiii) and (xxiv).
Certain Closing Actions. At the Closing, CPS shall:
(a) procure that valid resolutions are passed by the board of CP UK, and by the board of each Subsidiary incorporated in England and Wales, to: (i) in the case of CP UK only, approve the transfer of the CP UK Share referred to in Section 2.2 for entry in the statutory books of CP UK subject to stamping; (ii) appoint with effect from Closing as directors and secretary of CP UK and the relevant Subsidiary such persons as the Buyer may nominate; (iii) accept the resignations of the directors and secretaries referred to in Section 2.3(b); and (iv) change the accounting reference date of CP UK and each relevant Subsidiaries to such date as Buyer shall specify; and
(b) deliver to the Buyer (i) a letter in the agreed form executed as a deed from each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Curling, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ resigning from their respective offices with CP UK and each Subsidiary incorporated in England and Wales with effect from the passing of the board resolution referred to in Section 2.3(a), in each case stating that the person concerned has no claim against CP UK or the relevant Subsidiary, as appropriate, for breach of contract or compensation for loss of office; (ii) a power of attorney in the agreed form from CPS authorizing the Buyer to exercise all of CPS’ rights as shareholder of CP UK until registration of the transfer of the CP UK Share to the Buyer; and (iii) the certificates of incorporation, corporate seals (if any) and statutory and other corporate books and records of the U.K. Entities (as defined in Section 5.5) (duly written up to date other than in relation to matters taking place at Closing).
Certain Closing Actions. During the period from the date of this Agreement through to the Closing Date, if and to the extent requested by Purchaser, the Sellers will cooperate in good faith to (a) ensure that the Purchaser can cause its applicable Affiliates, on and from Closing, to approve of the resignations of directors and officers (or equivalent) of each of the Acquired Companies required to be delivered under Section 2.10(a)(vi) so that such resignations will take effect from Closing; and (b) identify any existing instructions given by any Acquired Company to any bank or financial institution and ensure that the Purchaser can cause the revocation of any such instructions on and from Closing (with replacement instructions in such form as the Purchaser may direct).
Certain Closing Actions. Subject to the terms and conditions of this Agreement, the Parties shall or shall cause their respective subsidiaries provided below to take the following actions at the Closing:
(a) GSCAC shall cause the funds in the Trust Account to be disbursed (i) in the amount of the Conversion Amount, if any, to GSCAC Stockholders who vote against the Merger or the other Voting Matters and properly exercise their conversion rights pursuant to paragraph C of Article Sixth of GSCAC’s Certificate of Incorporation and any procedures regarding the exercise of such conversion rights that may be set forth in the Proxy Statement; (ii) to the underwriters of its initial public offering in the amount of the Deferred Underwriting Fees, and