Closing Mechanism Sample Clauses

Closing Mechanism. 5.1 Closing shall take place on or about October 15, 2012, or such other date as may mutually agreed between the Acquirer and the Company in writing (“Closing Date”), provided that such date shall not be later than the expiry of thirty (30) days from the date of this Agreement, at the offices of the Company or such other address as the Parties may agree. 5.2 On the Closing Date, the following actions shall occur in the following order: (i) The Acquirer shall remit the Consideration to the Company in accordance with Clause 3; (ii) The Company shall convene a meeting of its board of directors, or a duly authorised committee thereof, at which resolutions shall be passed for issuance and allotment of the Shares to the Acquirer and certain persons will be authorised to perform all actions to effect such resolution, including but not limited to making necessary entries in the Company’s register of members to record the issuance of the Shares in the name of the Acquirer and undertake all other actions that may be required under the memorandum of association and articles of association of the Company or any Applicable Law for the time being in force, for the consummation of the transaction contemplated in this Agreement; (iii) The Company shall deliver a certified true copy of the resolution passed by the board of directors of the Company allotting the Shares, along with a letter of allotment evidencing the allotment of the Shares to the Acquirer; and (iv) The Company shall initiate the process of duly stamping the share certificate(s) evidencing the Shares (the stamp duty expenses in respect of which shall be borne by the Acquirer) in accordance with the procedures prescribed under Applicable Law. 5.3 The Company shall extend all necessary cooperation to the Acquirer, including execution of documents, deeds and undertakings, as required in respect of the issuance of the Shares by the Company to the Acquirer, in accordance with the terms of this Agreement.

Closing Mechanism. Prior to the Closing (as defined in Section 2 below), Buyer shall wire to Escrow Agent the Goodwill Price (reduced by any portion Buyer elects to pay in the form of LMP Stock, as contemplated by subsection (c), below), and the price for Fixed Assets, New Vehicles, Used Vehicles and Inventory, as described below (collectively, the “Purchase Price” to the extent the Purchase Price is in excess of the Deposit together with fifty percent (50%) of the escrow costs and expenses and any sales and use tax payable by Buyer as stipulated by this Agreement and any net adjusted amount owed by Buyer under this Agreement. Concurrently with the Closing, the Escrow Agent shall (a) apply the Purchase Price in accordance with the provisions of this Agreement including, without limitation, the satisfaction of any and all liabilities of Seller secured by liens on the Assets which are not satisfied outside of Escrow, and (b) pay the balance of the Purchase Price to Seller. The payment by the Escrow Agent to Seller hereunder shall be by wire transfer of immediately available funds pursuant to wire transfer instructions given by Seller to Escrow Agent no later than five (5) Business Days preceding the Closing Date.

Closing Mechanism. To the extent that each PARTY has satisfied the Conditions Precedent to the Obligation to Close of the other PARTE referred to in ARTICLE II, the Parties shall proceed to consummate the Closing, on the Closing Date, in accordance with the following mechanism: (a) PURCHASER shall pay the Price to SELLERS, in the amounts and terms indicated in Section 1.02 of this Agreement. (b) Concurrently with the foregoing, SELLERS shall transfer the Shares to the FIDUCIARY ESTATE, as follows: (i) by way of a sale and free and clear of any encumbrance, the full and complete ownership over the CUMBIA Shares paid in full, and (ii) by way of a sale and free and clear of any encumbrance, the full and complete ownership over the MR Shares in AEROCAP paid in full. Also, SELLERS shall deliver to the FIDUCIARY ESTATE the certificates of the CUMBIA Shares and the MR Shares in AEROCAP, duly endorsed and with the corresponding instruments of transfer, as well as the shareholders registry ledger of both CUMBIA and AEROCAP, in which the record of PURCHASER as holder of the CUMBIA Shares and the MR Shares in AEROCAP is evidenced. Upon the completion of the foregoing, the FIDUCIARY ESTATE shall acquire, by way of sale and purchase, the ownership over the CUMBIA Shares and the MR Shares in AEROCAP. (c) Concurrently with the foregoing, o immediately thereafter, the PARTIES shall deliver the following documents at Closing (the “Closing Deliverables”): (i) SELLERS shall deliver to PURCHASER: (1) This information is subject to confidential treatment and has been omitted and filed separately with the commission. 1) The certificates, duly executed by the legal representatives of AEROCAP and CUMBIA, referred to in Section 2.01(b) and 2.01(c) of this Agreement. 2) The irrevocable resignation letters duly executed by all legal representatives of CUMBIA and AEROCAP, and the corresponding corporate resolutions designating the new legal representatives of CUMBIA and AEROCAP appointed in writing by PURCHASER; 3) The share certificates of the AIRPLAN Shares owned by AEROCAP and the share certificates of the AEROCAP Shares owned by CUMBIA; and 4) The certificate issued by PROCAPEX on the closest possible date to the Closing Date, listing the accounts collectible and payable of AEROCAP. (ii) PURCHASER shall deliver to SELLERS: 1) The letters of acceptance duly executed by all new legal representatives appointed in CUMBIA and AEROCAP; and 2) The certificates duly executed by the authorized representativ...

Closing Mechanism