Closing Order Clause Samples
Closing Order. At the Closing, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(i) SPAC shall make or cause to be paid any payments required to be made by SPAC in connection with the exercise of the Redemption Rights;
(ii) SPAC, as the sole shareholder of Irish Holdco, shall adopt resolutions, in a form reasonably acceptable to the Parties, regarding the amendments to the articles of association of Irish Holdco in the form of Exhibit H, including the capital increase for the issuance of new shares in Irish Holdco to ADSH as ADSH Share Consideration and to Bosch as Bosch Share Consideration and such other corporate governance matters of Irish Holdco as the Parties may mutually agree (including authorizations to the Irish Holdco Board to issue or grant rights to subscribe for Irish Holdco Ordinary Shares and to exclude pre-emptive rights relating thereto for the five (5)-year period after the SPAC Merger);
(iii) the Plan of Merger and all other ancillary documents required in connection with the SPAC Merger, shall be prepared and executed in accordance with the relevant provisions of the Cayman Islands Companies Act and filed with the Registrar of Companies of the Cayman Islands;
(iv) Bosch shall transfer to Irish Holdco, and Irish Holdco shall accept from Bosch the Acquired Shares by means of signing the Cash Consideration Transfer Agreement in front of the Notary Public, a certified copy and scanned copy of which shall be delivered to each of Irish Holdco and Bosch, in exchange for the Cash Consideration;
(v) Sellers shall transfer to Irish Holdco, and Irish Holdco shall accept from Sellers the Contributed Shares by means of signing the Share Consideration and Loan Transfer Agreement in front of the Notary Public, a certified copy and scanned copy of which shall be delivered to each of Irish Holdco and Sellers and Irish Holdco shall deliver to Bosch the Bosch Share Consideration and to ADSH the ADSH Share Consideration; and
(vi) Each Seller shall, and shall procure that its Affiliates (as the case may be) shall, transfer to Irish Holdco, and Irish Holdco shall accept from each Seller (and its Affiliates) the Purchased Loans and any other loans constituting Additional Financing in exchange for the Purchased Loan Consideration and the Additional Financing Consideration, respectively, to which such Seller (or its Affiliates) is entitled hereunder.
Closing Order. The Parties agree that the Contribution Agreement shall be deemed to have been consummated prior to the Sale Transaction. Any of the foregoing transactions occurring on the same day shall be deemed to have occurred in the order indicated in this Section 2.10 regardless of the actual order in which the underlying documents are executed, delivered or recorded.
Closing Order. At the Closing, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(i) SPAC shall make or cause to be paid any payments required to be made by SPAC in connection with the exercise of the Redemption Rights;
(ii) SPAC and New SPAC shall (a) execute the SPAC Merger Documents in accordance with the relevant provisions of the Cayman Islands Companies Act and Act, as applicable, file the applicable SPAC Merger Documents with the Registrar, (b) cause the Certificate of Merger to be filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the Act, and (c) make all other filings or recordings, and pay any fees, required under the Cayman Islands Companies Act or the Act to effect the SPAC Merger;
(iii) the Investors shall purchase, and New Holdco shall issue and sell to the Investors, the number of shares of New Holdco Common Stock set forth in the Subscription Agreements against payment of the amounts set forth in the Subscription Agreements; and
(a) Seller shall transfer to New Holdco, and New Holdco shall accept from Seller, the Purchased Shares and (b) in exchange therefor, New Holdco shall (I) deliver the Cash Consideration by wire transfer of immediately available funds in U.S. dollars to an account or accounts designated by Seller and (II) issue and deliver to Seller the Share Consideration.
Closing Order. 36 Code..............................................................................................................6
Closing Order. The Parties agree that the Contribution Agreement shall be deemed to have been consummated prior to the Sale Transaction. Any of the foregoing transactions occurring on the same day shall be deemed to have occurred in the order indicated in this Section 2.10 regardless of the actual order in which the underlying documents are executed, delivered or recorded.