On Closing Clause Samples
The "On Closing" clause defines the specific actions, obligations, and conditions that must be fulfilled by the parties at the time of closing a transaction, such as a sale or merger. It typically outlines the delivery of documents, transfer of funds, and the exchange of assets or shares, ensuring that all agreed-upon terms are met before the transaction is finalized. This clause is essential for coordinating the final steps of a deal, providing a clear roadmap for both parties to complete the transaction smoothly and avoid misunderstandings or disputes at the critical closing stage.
On Closing. (A) the Seller shall procure that GGL will sell; and
(B) the Purchaser shall purchase, or shall procure that a member of the Purchaser Group, will purchase, the Share in accordance with the terms of this Agreement (and whichever member of the Purchaser’s Group acquires the Share shall be the “Novartis Purchaser” for the purposes of this Schedule).
On Closing. (a) Buyers shall pay the Cash Purchase Price as adjusted as set forth in Clause 4.2.2(a) and (b) to the Bank Account in USD in the manner specified in Clause 4;
(b) Ampco shall execute the Note Sale and Purchase Agreement;
(c) Ampco shall issue the Converting Note and the Notes to SHB and deliver to SHB the Converting Note and the Notes dated the date of the Closing and registered in the name of SHB;
(d) immediately following endorsement and transfer of the Converting Note by SHB to Altor pursuant to the terms of the Note Sale and Purchase Agreement and the automatic conversion of the Converting Note into the Consideration Shares, Ampco shall deliver to Altor a duly executed share certificate representing the Consideration Shares registered in the name of Altor or a copy of an account statement issued by Ampco’s transfer agent, evidencing a book entry notification for the Consideration Shares in the name of Altor;
(e) immediately following endorsement and transfer of the Altor Note by SHB to Altor pursuant to the terms of the Note Sale and Purchase Agreement, Ampco shall register the Altor Note in the name of Altor;
(f) Ampco shall execute the Shareholder Support Agreement;
(g) Buyers shall, on behalf of ÅAB, pay or cause the payment of the Bank Pay-Off Amount to the Bank Account;
(h) Buyers shall confirm that the R&W Insurance Premium has been paid to the R&W Insurance Company in accordance with the invoice attached hereto as Schedule 7.3.2(g); and
(i) Buyers shall procure that extraordinary shareholders’ meetings in the the Acquired Companies are held, at which (i) all board members and deputy board members of each Acquired Company (other than employee representatives) shall be removed and new board members and deputy board members shall be elected, and, if applicable, (ii) the auditor of each Acquired Company shall be removed and new auditor shall be elected.
On Closing. 2.3.1 the Cash Consideration shall be paid by the Purchaser or any of its Affiliates in immediately available funds to the account of the Seller that has been notified to the Purchaser prior to the date of this Agreement; and
2.3.2 CME Ltd. shall issue the Consideration Shares to the Seller, which shall constitute full performance by the Purchaser of its obligations to cause the delivery of the Consideration Shares.
On Closing. (i) the full Subscription Amount shall be available on the Euro-denominated blocked account in the Issuer’s name with KBC Bank NV ([***]) (the “Blocked Account”). To this end, the Investor or its designee shall instruct or cause the instruction of the wire of the Subscription Amount in Euros to the Blocked Account two (2) Business Days prior to Closing, it being understood that any bank charges, costs and expenses relating to this payment shall be borne by the Investor or its Affiliates;
(ii) the Capital Increase shall be effected; and
(iii) the Subscription Shares shall be issued in dematerialised form.
On Closing. 5.1.1 the Company shall issue, allot and deliver to the Subscriber the Subscription Shares credited as fully paid and carrying the right to participate in full in all dividends and other distributions declared, paid or made on the Ordinary Shares on or after Closing and ranking pari passu in all other respects and form one class with the Ordinary Shares in issue on Closing, and will enter the Subscriber’s name in the register of members of the Company as the legal and beneficial owner of the Subscription Shares, and will issue and deliver to the Subscriber a share certificate in respect of such Subscription Shares;
5.1.2 the Company shall have made available to the Subscriber those documents set out in Clause 5.2, to the extent not already delivered;
5.1.3 the Subscriber shall have made available to the Company those documents set out in Clause 5.3, to the extent not already delivered; and
5.1.4 the Subscriber shall subscribe for the Subscription Shares and pay the Subscription Proceeds to the Company, each, a “Closing Obligation” and together, the “Closing Obligations”.
On Closing. (a) the Seller shall sell the Sale Shares to BeneluxCo, and BeneluxCo shall purchase the Sale Shares from the Seller; and
(b) the Loan Seller shall sell the VF Shareholder Loans to BeneluxCo, and BeneluxCo shall purchase the VF Shareholder Loans from the Loan Seller, in each case on the terms of and subject to the conditions of this Agreement.
On Closing the Seller shall transfer to BeneluxCo the Sale Shares, and the Loan Seller shall transfer the VF Shareholder Loans, in each case free from Third Party Rights and with all rights attaching to them, including the right to receive all distributions and dividends declared, paid or made in respect of the Sale Shares and any right to receive any interest or other proceeds payable or paid in respect of the Shareholder Loans pursuant to the VF Shareholder Loan Agreements, in each case (i) on and after Closing, and (ii) subject to Clause 3.1.
On Closing. (a) the Purchaser shall procure that each relevant Target Company repays to the relevant member of its Seller Group the amount in the applicable currency of any Estimated Inter-Company Non-Trading Payables and shall acknowledge on behalf of each relevant Target Company the payment of the Estimated Inter-Company Non-Trading Receivables in accordance with clause 8.3(b); and
(b) each Seller shall procure that each relevant member of its Seller Group repays to the relevant Target Company the amount in the applicable currency of any Estimated Inter-Company Non-Trading Receivables and shall acknowledge on behalf of each relevant member of its Seller Group the payment of the Estimated Inter-Company Non-Trading Payables in accordance with clause 8.3(a), in each case as notified in accordance with clause 8.2 and the Inter-Company Non-Trading Amounts shall be treated as discharged to the extent of that payment.
On Closing. The Closing Date itself shall be apportioned to the Purchaser. The parties agree to readjust any of the items referred to above, if necessary, after Closing. If there are chattels involved in this transaction, the allocation of value to such chattels shall be estimated where necessary by the Vendor and retail sales tax may be collected by the Vendor from the Purchaser and remitted by the Vendor to the appropriate taxing authority.
On Closing. (a) the Liquidator shall deliver to the Corporation the share certificate representing the Preferred Stock; and
(b) the Corporation shall deliver the Purchase Price to the Liquidator, payable by wire transfer of immediately available funds to an account that the Liquidator shall designate to the Corporation.