Closing Actions Clause Samples

Closing Actions. 7.2.1 On the Closing Date, the Parties shall perform the following actions (the “Closing Actions”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller...

Closing Actions. (i) On the Closing Date the following shall occur in the following order: (1) the HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the HoldCo Stockholder's equity interest in HoldCo, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions"); (2) the Second HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (3) the Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"); and (4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware; (ii) In addition, on the Closing Date the following shall also occur: (1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and (2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Consideration.

Closing Actions. Concurrently with and in exchange for the closing actions of the other Party, the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) below: (a) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a); (b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser); (c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; (d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank; (e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Date; (f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date; (g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable); (h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former memb...

Closing Actions. Each of the actions required to be taken pursuant to Section 3.2 or otherwise to effect the transactions contemplated hereby shall have been duly performed and complied with, and the Buyer shall have received satisfactory evidence of any and all such actions.

Closing Actions. At the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken: (I) Closing actions in connection with Belatrix Spain: (a) The Sellers and the Majority Purchaser shall provide to each other (and also to the Spanish public notary) the public deeds formalizing the powers of attorney that are sufficient to carry out all the actions on Closing. (b) The Purchasers which are Spanish legal entities shall provide the shareholders’ resolutions approving the transaction in the framework of this Agreement, especially for the purpose of Article 160.f) of the Spanish Capital Corporations Act. (c) The Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards Belatrix Spain) the legal titles (escrituras) to the Belatrix Spain Interests and shall deliver the nominative titles (títulos nominativos) representing the Belatrix Spain Interests being sold and transferred, as prove of their ownership of the Belatrix Spain Interests. (d) The Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) the Belatrix Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment of receipt of the Closing Payment shall be granted. (e) The Parties shall instruct the Spanish public notary to annotate the transfer of the Belatrix Spain Interests in the legal titles (escrituras) of those Equity Interests. (f) A general shareholders’ meeting of the Company shall be held by the Majority Purchaser in order to acknowledge the resignation of the relevant directors of the Company and to appoint new director(s) in substitution thereof as well as to revoke any powers of attorney granted prior to Closing to act on behalf of the Company. The minutes (actas) and certificates formalizing these corporate resolutions shall (i) approve the management of the resigning directors up to the Closing, and (ii) thank for their services rendered to the Company thus far and (iii) state that no claim will be brought against the resigning directors, except of in the event of willful misconduct, for their performance as directors of the Company. (g) The Parties shall instruct the Spanish public notary to file with the Commercial Registry in electronic form, on the Closing, the abovementioned corporate resolutions concerning the Company. (h) The newly appointed management body of the Com...

Closing Actions. At the Closing, the following shall occur: (a) Buyers shall pay the Cash Consideration to Sellers in accordance with Section 2.1(c); (b) KMI and HSR shall execute and deliver an Assignment of Membership Interest to HSR effective as of the Effective Time in the form attached hereto as Exhibit D; (c) KNGG and HSG shall execute such Conveyance Documents as may be appropriate to transfer the Gathering Assets to HSG, subject to the Permitted Encumbrances, and without warranty, express or implied, except as provided in this Agreement, effective as of the Effective Time and containing such provisions as may be appropriate to cause HSG to assume all obligations arising under the Intangibles attributable to the period from and after the Effective Time; and taking into account any changes in the Gathering Assets since the date hereof, such as additions thereto, dispositions or terminations of any portion thereof, amendments, new Contracts or Permits, change in Effective Time, exercise by Sellers of the right to retain the Optional Excluded Assets, failure to obtain any required consent to assignment from any third party or other matters that may need to be taken into account in order that the mutually agreed upon forms of the Conveyance Documents are appropriate to transfer the Gathering Assets as they exist, and may be assigned, at the time of the Closing to HSG and for HSG to assume all obligations arising under the Intangibles as they exist at the time of Closing attributable to the period from and after the Effective Time; in this connection it is understood that, subject to Section 2.8, the Rights-of-Way that are also used in connection with the Excluded Assets will be transferred pursuant to the form of Partial Assignment attached hereto as Exhibit E, the Plant Interest will be transferred pursuant to the form of Assignment of Plant Interest attached hereto as Exhibit F, the station site leases that are part of the Gathering Assets shall be transferred pursuant to the form of Assignment of Station Site Leasehold Interest attached hereto as Exhibit G, the fee properties that are part of the Gathering Assets will be transferred pursuant to the form of Deed attached hereto as Exhibit H, and all other Gathering Assets shall be transferred pursuant to the form of Assignment, ▇▇▇▇ of Sale and Conveyance attached hereto as Exhibit I, or variations thereof mutually acceptable to the Parties. (d) HSG shall deliver to KNGG and KMI a full and complete release of all thei...

Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) ▇▇. ▇▇▇▇▇▇▇ ▇. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (v) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as member of the supervisory board of the Company; and (vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmat...

Closing Actions. On the Closing Date, (i) each Investor shall pay the pro rata portion of the Purchase Price as set forth on the signature pages to this Agreement to the Company, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company shall irrevocably instruct the Company’s transfer agent to deliver to each Investor who has so paid the pro rata Purchase Price one or more stock certificates, evidencing the Shares duly executed on behalf of the Company and registered in the name of the Investor, within three (3) Business Days after the Closing.

Closing Actions. Subject to the satisfaction or waiver of the conditions set forth in Article 7, at the Closing, the following transactions (the “Transactions”) shall be consummated in the order set forth below: (a) NBCUniversal may lend, and/or cause one or more of its Subsidiaries to lend, to Comcast and/or one or more Subsidiaries of Comcast designated by Comcast (each, a “Comcast Designee”) an aggregate amount not to exceed the amount of the consolidated cash and cash equivalents on hand of NBCUniversal and its Subsidiaries as of the Closing Date, less the NBCUniversal Redemption Price (as defined below), with such loan to be evidenced by an intercompany note in a form that is satisfactory to Comcast in its sole discretion. (b) (i) NBCUniversal and HoldCo shall enter into a redemption agreement in the form attached as Exhibit A-1 (the “NBCUniversal Common Unit Redemption Agreement”), pursuant to which NBCUniversal shall redeem all of HoldCo’s right, title and interest in and to 833.5991494 NBCUniversal Common Units held by HoldCo, free and clear of all Liens, for an aggregate redemption price equal to $3,200,000,000 in cash (the “NBCUniversal Redemption Price”) and (ii) Comcast and/or one or more Comcast Designees and HoldCo shall enter into a purchase agreement in the form attached as Exhibit A-2 (the “NBCUniversal Common Unit Purchase Agreement”), pursuant to which Comcast and/or such Comcast Designee(s) shall purchase all of HoldCo’s right, title and interest in and to 1334.121014 NBCUniversal Common Units held by HoldCo, free and clear of all Liens, for an aggregate purchase price equal to $4,821,391,076 in cash (the “NBCUniversal Purchase Price”). (c) (i) NBCUniversal shall deliver to HoldCo the NBCUniversal Redemption Price in immediately available funds by wire transfer to an account of HoldCo with a bank in New York City designated by HoldCo, by notice to NBCUniversal, which notice shall be delivered not later than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of HoldCo in such amount) and (ii) HoldCo shall deliver to NBCUniversal certificates representing 833.5991494 NBCUniversal Common Units duly endorsed in blank. (d) (i) Comcast shall deliver or cause to be delivered to HoldCo the NBCUniversal Purchase Price in immediately available funds by wire transfer to an account of HoldCo with a bank in New York City designated by HoldCo, by notice to ...