Closing and Closing Payments. (a) Subject to any earlier termination of this Agreement pursuant to and with the effect set forth in Article IX, the closing of the Transactions, including the Merger (the “Closing”), shall take place remotely by the electronic exchange of documents and signatures at 9:00:00 a.m. (Eastern Time), (i) two (2) Business Days following the satisfaction or waiver of the conditions to the Closing set forth in Article IX (other than those conditions that by their terms are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions at such time), or (ii) on any other date, or at any other time or place, that may be mutually agreed upon by the Company and Purchaser. The date on which the Closing occurs in accordance with the preceding sentence is referred to in this Agreement as the “Closing Date.” Unless expressly set forth herein, all proceedings to be taken and all documents to be executed and delivered by all Parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.
Closing and Closing Payments. (a) The transactions contemplated by this Agreement will be consummated (the “Closing”) remotely by electronic exchange of documents required to be delivered in connection with the Closing two Business Days following the satisfaction or waiver of the conditions to the Closing set forth in Article IX (other than conditions to the Closing with respect to actions that the respective Parties will, or would customarily be expected to, take at the Closing itself) or on such other date, or at such other time or place, as may be mutually agreed upon by Seller and Purchaser. The date on which the Closing occurs in accordance with the preceding sentence is referred to in this Agreement as the “Closing Date.” The Closing will be effective as of 12:00 a.m., Eastern Time, on the Closing Date.
Closing and Closing Payments. 7 2.1The Closing................................................................................................................. 7 2.2Payment of Consideration........................................................................................... 10 2.3Intentionally Omitted .................................................................................................. 10 2.4Allocation of Consideration ........................................................................................ 10 2.5Transfer Taxes ............................................................................................................ 10 2.6Withholding Taxes...................................................................................................... 10
Closing and Closing Payments. 2.1 The Closing 11 2.2 Closing Conditions 12 2.3 Payment of Total Closing Consideration 16 2.4 Payment of Post-Closing Adjustment to Total Closing Consideration 20 2.5 Withholding Taxes 21 2.6 Reliance 22 Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3.1 Organization and Good Standing 23 3.2 Authority and Enforceability 23 3.3 Governmental Approvals 24 3.4 Conflicts 24 3.5 Company Capital Structure 25 3.6 Company Subsidiaries 27 3.7 Company Financial Statements; Internal Financial Controls 28 3.8 No Undisclosed Liabilities 29 3.9 No Changes 29 3.10 Tax Matters 29 3.11 Real Property 33 3.12 Tangible Property 34 3.13 Intellectual Property 34 3.14 Material Contracts 41 3.15 Employee Benefit Plans 44 3.16 Employment Matters 47 3.17 Governmental Authorizations 49 3.18 Litigation 49 3.19 Insurance 49 3.20 Compliance with Laws 49 3.21 Top Customers and Suppliers 51 3.22 Interested Party Transactions 52 3.23 Books and Records 52 3.24 Brokers 52 3.25 Banking Relationships 53 3.26 Information Statement 53 3.27 No Other Representations 53 Article IV REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB 4.1 Organization and Standing 53 4.2 Authority and Enforceability 53 4.3 Governmental Approvals 54 4.4 Financing 54 4.5 Non-Reliance 55 4.6 Solvency 55 Article V CONDUCT OF COMPANY BUSINESS 5.1 Conduct of Company Business 56 5.2 Restrictions on Company Activities 56 Article VI COMPANY NON-SOLICITATION AGREEMENT 6.1 Termination of Discussions 60 6.2 No Solicitation 61 6.3 Notice of Alternative Transaction Proposals 61 6.4 Specific Performance 61 Article VII ADDITIONAL AGREEMENTS
Closing and Closing Payments. (a) The transactions contemplated by this Agreement will be consummated (the “Closing”) at 10:00 a.m., Central time, at the offices of Xxxxxxx Coie LLP, 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, two (2) Business Days following the satisfaction or waiver of the conditions to Closing set forth in Article VIII or on such other date, or at such other time or place, as may be mutually agreed upon in writing by Seller Representative and Purchaser Representative; provided, however, that the date of the Closing will be automatically extended from time to time for so long as any of the conditions set forth in Article VIII are not satisfied or waived, subject, however, to the provisions of Article XI. Unless otherwise mutually agreed to by the parties and subject to the preceding sentence, the Closing shall occur on July 15, 2014 (such date that the Closing actually occurs, the “Closing Date”) and the consummation of the Closing shall be deemed to be effective as of 11:59 P.M., Eastern time, on the Closing Date.
Closing and Closing Payments. 5 2.01 Closing ................................................................................................................................ 5 2.02
Closing and Closing Payments. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Kxxxxx MxXxxxxx PC in Salt Lake City, Utah at 2:00 p.m. Eastern Time, or such other place, or by remote communication, as agreed to by the parties, on the date hereof (the “Closing Date”). The foregoing notwithstanding, the parties hereby agree that it is their mutual intent that, for the limited purposes of calculating Cash and Net Working Capital and otherwise determining which party enjoys the economic benefits and bears the economic burdens associated with ownership of the Company, the Closing shall be deemed to have occurred at 12:01 a.m. on the Closing Date and that any reference to “Closing” in this Agreement or the Transaction Documents shall be interpreted in accordance with such intent.
Closing and Closing Payments. (a) The transactions contemplated by this Agreement shall be consummated (the “Closing”) remotely via email no later than three Business Days after the satisfaction or, if permissible, waiver, of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or on such other date, or at such other time or place, as shall be mutually agreed upon by the Company and Purchaser (provided that such date shall not be later than the date on which a merger approval certificate is issued by the Companies Registrar). The date on which the Closing occurs in accordance with the preceding sentence is referred to in this Agreement as the “Closing Date.” In lieu of an in-person Closing, the Closing may instead be accomplished by email (in PDF or similar format) transmission to the respective offices of legal counsel for the parties of the requisite documents, duly executed where required, delivered upon actual confirmed receipt. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously, and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.
Closing and Closing Payments. (a) The Transactions shall be consummated (the “Closing”) at 9:00 a.m., local time, at the offices of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, LLP, 000 00xx Xxxxxx XX, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, two Business Days following the satisfaction or waiver of the conditions to closing set forth in Article IX or on such other date, or at such other time or place, as shall be mutually agreed upon by the Sellers’ Representative and Purchaser. The date on which the Closing occurs in accordance with the preceding sentence is referred to in this Agreement as the “Closing Date.”
Closing and Closing Payments. 4 2.1 The Closing 4 2.2 Payment of Closing Consideration. 4 2.3 Closing Deliverables 5 2.4 Withholding 7 2.5 Tax Consequences 7 Article III REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY 7 3.1 Organization, Good Standing, Power and No Subsidiaries. 8 3.2 Authority and Enforceability. 8 3.3 Restrictions on Business Activities 9 3.4 Compliance with Laws; Governmental Permits. 9 3.5 Company Capital Structure. 10 3.6 Company Financial Statements; No Undisclosed Liabilities; Absence of Changes 10 3.7 Tax Matters 14 3.8 Title to, Condition and Sufficiency of Assets. 17 3.9 Intellectual Property 17 3.10 Material Contracts. 26
