Common use of Closing Sequence Clause in Contracts

Closing Sequence. The following actions in the sequence set forth in this Section 3.02 shall be taken at the Closing. The actions set forth in this Section 3.02 shall occur sequentially but shall be deemed to occur simultaneously; provided, however, that none of the actions taken pursuant to this Section 3.02 shall be valid, completed or binding until all of the actions to be taken pursuant to this Section 3.02 have been completed. (a) The parties to the agreements set forth on Schedule 3.02(a) shall cause the cancellation and termination of, and release and discharge of duties, liabilities, covenants and obligations under and in connection with, those agreements in accordance with a deed of release, discharge, cancellation and termination substantially in the form of Exhibit A. (b) The parties to the agreements set forth on Schedule 3.02(b) shall execute and deliver a deed of partial release and discharge substantially in the form of Exhibit B in respect of each of those agreements. (c) The parties to the agreements set forth on Schedule 3.02(c) shall execute and deliver a supplemental deed substantially in the form of Exhibit C in respect of each of those agreements. (d) Drillpetro Shares, Techdrill Shares and Loan Interests (i) Drillpetro shall deliver to Buyer a stock certificate representing the Drillpetro Shares duly endorsed to Buyer or accompanied by a stock power duly endorsed to Buyer. (ii) Techdrill shall deliver to Buyer a stock certificate representing the Techdrill Shares duly endorsed to Buyer or accompanied by a stock power duly endorsed to Buyer. (iii) Drillpetro, Techdrill, Buyer and the Company shall execute and deliver a general assignment and assumption agreement relating to the Drillpetro Shares, Techdrill Shares and Loan Interests substantially in the form of Exhibit D. (iv) Drillpetro, Techdrill and Buyer shall execute any other instruments of transfer of title required to transfer to Buyer good and valid title to the Drillpetro Shares, Techdrill Shares and Loan Interests, free and clear of all Encumbrances; and (v) The Company shall cause the registration of the transfer of the Drillpetro Shares and Techdrill Shares in accordance with this Section 3.02(d) to be reflected in the share register of the Company.

Closing Sequence. The following actions On the Closing Date, Closing shall take place in the following sequence set forth (the “Closing Sequence”): (a) First, the Purchaser shall pay: (i) the Company Obligations Amount to the Company; and (ii) the Cash Consideration to the Proposal Trustee, to be held in escrow, and the entire Subscription Price shall be dealt with in accordance with this Closing Sequence; (b) Second, the Company shall transfer to and cause ResidualCo to assume the Excluded Assets, the Excluded Contracts, and the Excluded Liabilities, and all Claims and Encumbrances, other than the Permitted Encumbrances, shall be Discharged from and against the Company, all in accordance with the Approval and Reverse Vesting Order; (c) Third, all of the Company’s right title and interest in and to the Excluded Liabilities, all Claims and Encumbrances (but specifically excluding the Retained Liabilities and Permitted Encumbrances), shall be channeled to, assumed by and vest absolutely and exclusively in ResidualCo and: (i) such Excluded Liabilities, Claims, and Encumbrances shall continue to attach to the Excluded Assets, the Excluded Contracts, and all other property and assets of ResidualCo, with the same nature and priority as they had immediately prior to the Closing Date; (ii) such Excluded Liabilities, Excluded Contracts, Claims, and Encumbrances shall be transferred to and assumed by ResidualCo in consideration for the Cash Consideration (as and in the manner contemplated by this Section 3.02 5.2), such that the Excluded Liabilities, Excluded Contracts, and all Claims and Encumbrances (other than the Retained Liabilities and Permitted Encumbrances) shall be taken at the Closing. The actions set forth in this Section 3.02 shall occur sequentially but become obligations of ResidualCo, which shall be deemed to occur simultaneously; provided, however, that none have been party to the Contracts giving rise thereto and which shall stand in place and stead of the actions taken pursuant to this Section 3.02 shall be valid, completed or binding until all of the actions to be taken pursuant to this Section 3.02 have been completed. (a) The parties to the agreements set forth on Schedule 3.02(a) shall cause the cancellation and termination of, and release and discharge of duties, liabilities, covenants and obligations under and in connection with, those agreements in accordance with a deed of release, discharge, cancellation and termination substantially in the form of Exhibit A. (b) The parties to the agreements set forth on Schedule 3.02(b) shall execute and deliver a deed of partial release and discharge substantially in the form of Exhibit B Company in respect of each all such Liabilities or obligations, all of those agreements. which shall no longer be Liabilities or obligations of the Company, and the Company shall be and is hereby forever released and discharged from such Excluded Liabilities, Excluded Contracts, Claims and Encumbrances (c) The parties to other than the agreements set forth on Schedule 3.02(c) shall execute Retained Liabilities and deliver a supplemental deed substantially in the form of Exhibit C in respect of each of those agreements.Permitted Encumbrances); (d) Drillpetro SharesFourth, Techdrill Shares all Existing Equity Interests shall be surrendered and Loan cancelled and shall be of no further force or effect, and the obligations of the Company thereunder or in any way related thereto shall be satisfied and discharged, with no compensation or participation being provided or payable therefor, or in connection therewith, and any and all agreements, plans, indentures, deeds, certificates, subscription rights, conversion rights, pre-emption rights or other documents or instruments governing and/ or having been created, or granted in connection with the Existing Equity Interests, shall be deemed terminated and cancelled and shall be null and void in accordance with and pursuant to the Approval and Reverse Vesting Order; (ie) Drillpetro shall deliver to Buyer a stock certificate representing Fifth, the Drillpetro Shares duly endorsed to Buyer or accompanied by a stock power duly endorsed to Buyer. (ii) Techdrill shall deliver to Buyer a stock certificate representing the Techdrill Shares duly endorsed to Buyer or accompanied by a stock power duly endorsed to Buyer. (iii) Drillpetro, Techdrill, Buyer Retained Assets and the Retained Contracts shall be retained by the Company shall execute and deliver a general assignment and assumption agreement relating to the Drillpetro Shares, Techdrill Shares and Loan Interests substantially in the form of Exhibit D. (iv) Drillpetro, Techdrill and Buyer shall execute any other instruments of transfer of title required to transfer to Buyer good and valid title to the Drillpetro Shares, Techdrill Shares and Loan Interests, free and clear of all Encumbrances and Claims, save and except Permitted Encumbrances and the Retained Liabilities; (f) Sixth, the Company shall issue the Subscribed Shares and the Purchaser shall subscribe for and purchase the Subscribed Shares free and clear of all Encumbrances and Claims, save and except for the Permitted Encumbrances; (g) Seventh, all of the right, title and interest in and to the Subscribed Shares issued by the Company to the Purchaser shall vest absolutely in the Purchaser free and clear of all Encumbrances and Claims, save and except for the Permitted Encumbrances; (h) Eighth, the Purchaser Release shall be released from escrow and shall become effective; (i) Ninth, notwithstanding any other provision in this paragraph, the Cash Consideration shall vest in ResidualCo, and all Excluded Liabilities, Excluded Contracts, Claims, and Encumbrances (save and except the Permitted Encumbrances and Retained Liabilities) shall attach to the Cash Consideration, in accordance with the Approval and Reverse Vesting Order; (j) Tenth, the Company shall pay, assume, or otherwise satisfy the Company Obligations in accordance with the terms of this Subscription Agreement and in the fashion contemplated by the Approval and Reverse Vesting Order; and (vk) The Eleventh, the Company shall cause cease to be a party to the registration NOI Proceedings and the Company shall be deemed to be released from the NOI Proceedings, save and except for the Approval and Reverse Vesting Order the provisions of which (as they relate to Company) shall continue to apply in all respects. The Purchaser with the prior consent of Company and the Proposal Trustee, acting reasonably, may amend the Closing Sequence provided that such amendments to the Closing Sequence do not materially alter or impact the Transactions or the consideration which the Company or its stakeholders will benefit from, as part of the transfer of the Drillpetro Shares and Techdrill Shares in accordance with this Section 3.02(d) to be reflected in the share register of the CompanyTransactions.

Closing Sequence. The following actions On the Closing Date, subject to the terms of the Approval and Reverse Vesting Order, Closing shall take place in the following sequence (the “Closing Sequence”): (a) First, the Company (and/or the Investor) shall make the payment set forth under Section 2.4 by wire to the Trustee, such amount to be held in this Section 3.02 trust by the Trustee on behalf of the Company; (b) Second, (i) the Company shall be taken at donate the Closing. The actions set forth issued and outstanding share(s) in this Section 3.02 the ResidualCos registered in its name in favour of the applicable ResidualCo, for cancellation without consideration, and (ii) the officers and directors of each ResidualCo then serving shall occur sequentially but resign (and shall be deemed to occur simultaneously; provided, however, that none of the actions taken pursuant to this Section 3.02 shall be valid, completed or binding until all of the actions to be taken pursuant to this Section 3.02 have been completed. (a) The parties to the agreements set forth on Schedule 3.02(a) shall cause the cancellation and termination of, and release and discharge of duties, liabilities, covenants and obligations under and in connection with, those agreements in accordance with a deed of release, discharge, cancellation and termination substantially in the form of Exhibit A. (b) The parties to the agreements set forth on Schedule 3.02(b) shall execute and deliver a deed of partial release and discharge substantially in the form of Exhibit B in respect of each of those agreements.resigned); (c) The parties Third, (i) the Company shall be deemed to transfer to ResidualCo 1 the Excluded Assets and the Excluded Contracts, pursuant to the agreements set forth on Schedule 3.02(cApproval and Reverse Vesting Order, and ResidualCo 1 shall issue the Excluded Asset Promissory Note to the Company in consideration of such transfer, and (ii) the Company shall execute be deemed to transfer to ResidualCo 2 the Excluded Liabilities, pursuant to the Approval and deliver a supplemental deed substantially Reverse Vesting Order, and the Company shall issue the Excluded Liabilities Promissory Note to ResidualCo 2 in the form consideration of Exhibit C in respect of each of those agreements.such transfer; (d) Drillpetro SharesFourth, Techdrill Shares and Loan Interests all Existing Equity as well as any agreement, Contract, plan, indenture, deed, certificate, subscription rights, conversion rights, pre-emptive rights, options (i) Drillpetro shall deliver to Buyer a including stock certificate representing option or share purchase or equivalent plans), or other documents or instruments governing and/or having been created or granted in connection with the Drillpetro Shares duly endorsed to Buyer or accompanied by a stock power duly endorsed to Buyer. (ii) Techdrill shall deliver to Buyer a stock certificate representing the Techdrill Shares duly endorsed to Buyer or accompanied by a stock power duly endorsed to Buyer. (iii) Drillpetro, Techdrill, Buyer and share capital of the Company shall execute be deemed terminated and deliver a general assignment and assumption agreement relating cancelled for no consideration; (e) Fifth, the Articles of Reorganization shall be filed; (f) Sixth, concurrently with the previous step, the Company shall issue the Subscribed Shares to the Drillpetro Shares, Techdrill Shares and Loan Interests substantially in the form of Exhibit D.Investor; (ivg) DrillpetroSeventh, Techdrill and Buyer the Trustee shall execute any other instruments be directed to pay on behalf of transfer of title required to transfer to Buyer good and valid title the Company, from the Administrative Expense Reserve, to the Drillpetro SharesPersons entitled to be paid the Administrative Expense Costs their respective Administrative Expense Costs or, Techdrill Shares and Loan Interestsif the aggregate Administrative Expense Costs exceed the Administrative Expense Reserve, free and clear their respective pro-rata portion of all Encumbrancesthe Administrative Expense Reserve, solely to the extent that such expenses are subject to BIA Charges that rank ahead of the Interim Financing Charge; and (vh) The Eighth, if desired by the Investor, at its sole discretion, the Company shall cause the registration be continued out of the transfer jurisdiction of the Drillpetro Shares Canada Business Corporations Act and Techdrill Shares in accordance with this Section 3.02(d) to be reflected in into the share register jurisdiction of the Business Corporations Act (Québec) and immediately following such continuance, the Company and the Investor shall amalgamate to continue as one corporation which shall be known as “Earth Alive Clean Technologies Inc.” pursuant to the applicable provisions of the Business Corporations Act (Québec). The Investor and the Company, in consultation with the Trustee, may change the order of the Closing Sequence or amend the Closing Sequence provided that such amendment to the Closing Sequence does not materially negatively alter or impact the Transactions or the consideration which the Company and/or its applicable stakeholders will benefit from as part of the Transactions.