Closing Procedures Sample Clauses
The Closing Procedures clause outlines the specific steps and requirements that must be fulfilled by the parties to finalize a transaction, typically in the context of a sale or transfer of assets. It details the sequence of actions, such as the exchange of documents, payment of funds, and delivery of necessary approvals or consents, that must occur on the closing date. By clearly defining these procedures, the clause ensures that both parties understand their obligations and helps prevent misunderstandings or disputes at the critical final stage of the transaction.
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Closing Procedures. Subject to the conditions set forth in this Agreement:
(A) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX:
1) a stock certificate representing the 51% ▇▇▇▇▇▇▇▇ Interest;
2) an employment agreement between ▇▇▇▇▇▇▇▇ and Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ which calls for ▇▇. ▇▇▇▇▇▇▇▇ to serve as Chief Executive Officer and Designer of ▇▇▇▇▇▇▇▇ for a minimum of three years following the Closing of this transaction.
(B) at Closing, ▇▇▇▇▇▇▇▇ shall deliver to JEANTEX:
1) a certificate, duly executed by an authorized officer of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit A (the “▇▇▇▇▇▇▇▇ Officer’s Certificate”), certifying as of the Closing Date that all of the representations and warranties of ▇▇▇▇▇▇▇▇ in this Agreement are true and correct as of the Closing Date and that each covenant and agreement of ▇▇▇▇▇▇▇▇ to be performed prior to or as of Closing pertaining to this Agreement has been performed;
2) a certificate, duly executed by the Secretary of ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit B (the “▇▇▇▇▇▇▇▇ Secretary’s Certificate”), certifying as to the incumbency and specimen signatures of the officers of ▇▇▇▇▇▇▇▇ executing this Agreement and ▇▇▇▇▇▇▇▇’▇ other deliveries in connection herewith; and
3) a certificate evidencing the existence and good standing of ▇▇▇▇▇▇▇▇, issued by the California Secretary of State and dated no earlier than ten (10) days prior to the Closing Date.
(C) At Closing, JEANTEX shall deliver to ▇▇▇▇▇▇▇▇: STOCK PURCHASE AGREEMENT JEANTEX GROUP – ▇▇▇▇ ▇▇▇▇▇▇▇▇
1) a certificate representing 10,000,000 (Ten Million) newly issued shares of Common Stock of JEANTEX, bearing a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT. The shares represented by this certificate will be vested on a pro-rata basis based on ▇▇▇▇▇▇▇▇’▇ minimum projected revenues of $10,000,000 and net profits of $2,500,000 to $3,000,000 in the next twelve months. In the event said target revenues and profitability are not reached within twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis.
2) a schedule of payments for the $350,000 in cash ...
Closing Procedures. Unless Purchaser and Seller otherwise agree, Closing shall be effected through an escrow closing and neither Purchaser nor Seller need be present. Title Company shall act as the closing agent and shall collect and disburse documents and payments necessary to effect the Closing. At Closing, all of Purchaser’s funds and documents shall be delivered to Title Company unless otherwise directed by Seller. At the Closing, the parties shall take the following actions:
(i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to the Permitted Exceptions and statutory exceptions. Promptly following the date of Closing, the deed will be recorded by the Title Company in the Records;
(ii) Seller shall convey its title to any personal property and fixtures installed within the Unit, without warranty, by a ▇▇▇▇ of sale;
(iii) Seller shall deliver an executed assignment of Appliance warranties pursuant to Paragraph 19;
(iv) Purchaser shall pay the balance of the Purchase Price as required by, and subject to the credits specified in, Paragraph 4 above and the parties shall execute settlement statements prepared in accordance with the terms of this Agreement;
(v) If Purchaser is an entity or is comprised of more than one individual, Purchaser shall deliver a designation of owner representative pursuant to the Bylaws of the Residence Association;
(vi) Purchaser shall deliver any documents to be delivered required hereunder; and
(vii) Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be requested by the Title Company or necessary to accomplish the Closing and carry out their obligations under this Agreement.
Closing Procedures. Subject to satisfaction or waiver by the relevant Party of the conditions of Closing set forth herein, at the Time of Closing the Vendors shall deliver actual possession of the Purchased Shares and the requisite instruments of conveyance and upon such delivery the Purchaser shall pay or satisfy the Purchase Price in accordance with Section 2.03. The transfer of possession of the Purchased Shares shall be deemed to take effect as at the Time of Closing.
Closing Procedures. (a) Immediately prior to the Effective Time, upon the filing of an amended and restated certificate of incorporation of ASC in accordance with Section 1.6 of the Merger Agreement and a certificate of designations relating to the New Series A Preferred Stock, substantially in the form attached to this Agreement as Exhibit B, the Series A Preferred Stock shall automatically be converted into shares of New Series A Preferred Stock and shares of Common Stock pursuant to Section 3.4(a) and certificates formerly representing such shares of Series A Preferred Stock shall, from and after such time, represent the right to receive that number of shares of New Series A Preferred Stock and shares of Common Stock provided in Section 3.4(a). Each holder shall surrender the certificate or certificates formerly representing the Series A Preferred Stock, duly endorsed, at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at or prior to the Effective Time (or such other place as ASC shall reasonably request) and shall give written notice to ASC of the name or names in which the certificate or certificates for shares of New Series A Preferred Stock and Common Stock are to be issued. ASC shall, at the Effective Time, issue and deliver at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of New Series A Preferred Stock and Common Stock to which such holder is entitled under Section 3.4(a). Such conversion shall be deemed to have been made as of the Effective Time, and the person or persons entitled to receive the shares of New Series A Preferred Stock and Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of New Series A Preferred Stock and Common Stock as of the Effective Time. When issued, the certificates evidencing such shares of New Series A Preferred Stock and Common Stock shall not bear legends or other notations relating to restrictions on transfer, other than as required pursuant to Article Thirteenth of the Certificate of Incorporation of ASC (as amended as of the Effective Time).
(b) Except as specifically provided in this Agreement, the conversion of the Series B Preferred Stock into Common Stock shall occur as provided in Section 9(b) of the Certificate of Designation relating to the Series B Preferred Stock.
(c) Upon completion of the tr...
Closing Procedures. On the Closing Date, the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effect.
Closing Procedures. The Closing shall be held in Pitkin County, Colorado, at a time and place specified by Seller in the notice given under Subsection 10.a. above, unless extended pursuant to Section 8 above, or at such other time and place as shall be mutually acceptable to Seller and Purchaser. At the Closing, the parties shall take the following actions:
i. Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to those matters as set forth in Section 8 of this Agreement and any other title exceptions waived by Purchaser pursuant to Section 8 above;
ii. Seller shall convey title to the personal property and fixtures installed within the Unit by a bill of sale;
iii. Purchaser shall pay the balance of the Purchase Price as required by Section 4 above, the Enhancements Price (if any) as required by Section 6.g above and the other charges and fees described in this Agreement to be paid at Closing; and
iv. Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement.
Closing Procedures. On the basis of the representations, warranties and agreements, but subject to the terms and conditions set forth in this Agreement, payment of the purchase price for, and delivery of, the Debentures sold as contemplated hereunder shall be made as follows:
(a) You shall promptly confirm to the Company the principal amount of the Debentures which have been sold. The first closing shall be held as soon as practicable after the sale of the Minimum amount of Debentures. Thereafter, monthly closings will be held on such date on or after the first day of each month following the month of the first closing and no later than the 15th day of each month as agreed upon by the Underwriter and the Company, commencing the month after the month in which the first closing occurs and through the month after the Termination Date. Provided the Minimum has been sold, closings may be held more often upon the mutual agreement of the Underwriter and the Company. The date of each closing is referred to herein as a "Closing Date" and the last closing hereunder is referred to herein as the "Final Closing Date." Unless otherwise agreed by the Underwriter and the Company, each closing will take place at the offices of ▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., at 10:00 a.m., on the date of such closing.
(b) The certificates for the Debentures to be delivered at each Closing Date will be in definitive form, in such denominations and registered in such names as the Underwriter may request and will be made available for checking and packaging at the Underwriter's offices or at such other place as designated by you at 10:00 a.m., Minneapolis time, on the second full business day prior to each Closing Date.
(c) On each Closing Date, you shall remit to the Company the purchase price for the Debentures, less amounts determined in accordance with paragraph 3(d) hereof, which you have confirmed to the Company and which have been sold in accordance with the terms and provisions of this Agreement. Such purchase price may be remitted to the Company net of the commissions referred to in paragraph 3(d) and the Underwriter's expenses for which the Company is responsible as described in paragraph 5(q) of this Agreement. Appropriate instructions for the of registration the Debentures and authentication and delivery thereof pursuant to the Indenture, which instructions shall include the names, addresses and social security or tax identification numbers of the registered holders, the principal amounts of the Debentur...
Closing Procedures. If a purchase and sale of any Shares, Convertible Securities and/or other securities of the Corporation is made pursuant to this Agreement, the following shall apply:
Closing Procedures. On or before the Closing Date the Purchaser shall:
(a) pay to its Solicitors, in trust, the Unpaid Balance by negotiable cheque certified by a chartered bank or bank draft;
(b) make available to the Vendor, the undertaking of the Purchaser’s Solicitors to pay the Unpaid Balance upon the lodging of the Transfer provided that if the transaction does not complete for any reason or if Purchaser’s Solicitors are unable to comply with their undertakings, then the Purchaser’s Solicitors will either return the Transfer, unused, to the Vendor’s Solicitors upon demand, or alternatively to make application to the Registrar of the Land Title Office to have the Transfer withdrawn and to return the Transfer to the Vendor’s Solicitors upon receipt of same from the Land Title Office.
Closing Procedures. The Closing shall be held in Summit County, Colorado, at a time and place specified by Seller in the notice given under Section 8(a) above, unless extended pursuant to Section 8(a) above, or at such other time and place as shall be mutually acceptable to Seller and Purchaser. At the Closing, the parties shall take the following actions:
(i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Property subject only to those matters as set forth in Section 6 of this Agreement and any other title exceptions waived by Purchaser or permissible pursuant to Section 6 above;
(ii) Seller shall convey title to the personal property and fixtures installed within the Residence by a quit claim bill of sale, without warranty;
(iii) Purchaser shall pay the balance of the Purchase Price as required by Section 3(b) above; and
(iv) Purchaser and Seller shall execute and deliver such other documents, pay such other amounts, and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement and as is customary in similar transactions in Summit County, Colorado.