Closing Arrangements. Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time by the Law Society of Upper Canada. Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers.
Closing Arrangements. If the transaction is to be completed electronically, the following paragraph sets out how the closing is to proceed.
Closing Arrangements. 6.1 The closing (the "Closing") of the purchase by each Standby Purchaser and sale by Burcon of the Standby Commitment pursuant to this Agreement shall be completed at the offices of Burcon, at the Expiry Time or at such other time and place as Burcon and the Standby Purchasers may agree upon in writing.
6.2 At the Closing, Burcon shall deliver or cause to be delivered to each Standby Purchaser:
(a) a certificate signed by any two officers of Burcon acceptable to the Standby Purchaser, certifying for and on behalf of Burcon that:
(i) it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing;
(ii) there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and
(iii) the representations and warranties of Burcon contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Circular;
(b) a definitive certificate representing the Common Shares to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of this Agreement, if any, registered in the name of the e Standby Purchaser or its permitted assignee(s); and
(c) a warrant certificate representing the Standby Warrants to be issued to the Standby Purchaser or its permitted assignee(s), against payment by the Standby Purchaser by bank draft, wire transfer or certified cheque to Burcon of the aggregate purchase price for the Common Shares to be purchased by the Standby Purchaser pursuant to this Agreement.
Closing Arrangements. 7.1 Closing 14 7.2 Vendor’s Closing Deliveries 14 7.3 Purchaser’s Closing Deliveries 14
Closing Arrangements. Subject to the terms and conditions hereof, the --------------------- transactions contemplated herein shall be closed at the Closing Date at such place or places as may be mutually agreed upon by the Vendor and the Purchaser.
Closing Arrangements. Subject to the terms and conditions hereof, the Closing shall take place at on the date hereof by the electronic exchange of documents, or at such other place or places as may be mutually agreed upon by all of the Parties.
Closing Arrangements. At the Time of Closing and subject to the fulfilment of all the terms and conditions set forth in this Agreement which have not been waived in writing by the parties hereto, respectively:
Closing Arrangements. Where each of the Vendor and the Purchaser retain a solicitor to complete this Agreement, and where the transaction will be completed by electronic registration pursuant to Part lII of the ‘Land Registration Reform Act, R.S.O., Chapter L4, and any amendments thereto, the Vendor and the Purchaser acknowledge and agree that the delivery of documents and the release thereof to the Vendor and the Purchaser may, at the solicitor’s discretion: (a) not occur contemporaneously with the registration of the Transfer/Deed (and other registerable documentation); and, (b) be subject to conditions whereby the solicitor receiving documents and/or money will be required to hold them in trust and not release them except in accordance with the terms of a written agreement between their respective solicitors.
Closing Arrangements. The consummation of the Transaction (the “Closing”) shall take place at 10:00 a.m. on the fifth Business Day following the date on which all of the conditions set forth in Article VI have been satisfied or waived (other than any conditions that can only be satisfied as of the Closing, but subject to the satisfaction or waiver of such conditions) (the “Closing Date”), at the offices of Wachtell, Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, or at such other time or place as may be mutually agreed to by the Parties.
Closing Arrangements. At Closing, the Vendor will deliver, or cause to be delivered, to the Purchaser the following in form and substance satisfactory to the Purchaser, acting reasonably:
(a) assignment of Corporate Notes Receivables, in a form reasonably satisfactory to the Purchaser;
(b) senior officer’s certificate of the Vendor certifying, to the best of such officer’s knowledge, information and belief (after due enquiry), that the conditions in Section 8.3(b) have been satisfied;
(c) senior officer’s certificate of each of the Vendor, MMG and MMC containing certified copies of (A) the Constating Documents of each of MMG and MMC, (B) all resolutions of the board of directors of each of the Vendor, MMG and MMC approving the entering into and completion of the Transaction and the Transaction Documents (including the assignment of the Corporate Notes Receivable and granting of second mortgage (MMG)), and (C) an incumbency page;
(d) share certificates representing all of the Purchased Shares accompanied by irrevocable stock transfer powers duly executed in blank by the holders of record;
(e) the complete minute books of each of MMG and MMC;
(f) a certificate of status, compliance, good standing or similar certificate with respect each of the Vendor, MMG and MMC issued by the appropriate Governmental Authority of its jurisdiction of incorporation dated as of the Closing Date;
(g) the original Books and Records of each of MMG and MMC;
(h) a duly executed comprehensive release of each of MMG and MMC effective prior to Closing by the Vendor, acting in its capacity as Vendor;
(i) resignations from each of the directors and officers of MMG and MMC, a signed comprehensive release from each of them of all claims or potential claims that they may have against each of MMG and MMC relating to matters existing at or prior to the Closing, including claims or potential claims for current unpaid remuneration in their capacities as officers and directors and advances made to MMG or MMC;
(j) all Required Consents;
(k) acknowledgements or discharges by any secured parties in respect of any movable property security registrations against each of MMG and MMC other than the Permitted Encumbrances;
(l) duly executed documents as are necessary to change the signatories of and provide authority for access to MMG and MMC’s bank accounts specified in Schedule 4.1(z) to the authorized Persons specified by the Purchaser;
(m) executed Unsecured Loan;
(n) executed Secured Note; and
(o) executed Secured Note...
