The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:
The Closing Transactions. At the Closing, the parties hereto shall consummate the following transactions:
The Closing Transactions. Upon the terms, conditions, and limitations of this Agreement, and for the consideration stated herein, on the Closing Date (i) the Seller will sell, assign and transfer to the Purchaser, and the Purchaser will accept and acquire, all of the Seller’s respective rights, title and interest in the Renewal Rights and the Transferred Assets. All sales, assignments and transfers of the Transferred Assets to the Purchaser hereunder will be evidenced by the Xxxx of Sale and General Assignment Agreement which will be executed and delivered on the Closing Date by the Seller. The Transferred Assets shall not include, or otherwise be deemed to include, any other assets or properties of the Seller, other than those assets of the Seller relating to the Subject Business specifically identified on Exhibit C. On or before the Closing Date, in accordance with Article VII, the Purchaser shall extend offers of employment to all the employees of the Seller in the Employee Group.
The Closing Transactions. Section 2.1 The Amalgamation 19 Section 2.2 Governing Documents 20 Section 2.3 Directors and Officers 20 Section 2.4 Closing Statements 21 ARTICLE III EFFECTS OF THE AMALGAMATION Section 3.1 AARK Equity Securities 22 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES Section 4.1 Organization 23 Section 4.2 Subsidiaries 24 Section 4.3 Due Authorization; Board Approval 24 Section 4.4 No Conflict 25 Section 4.5 Governmental Authorities; Consents 25 Section 4.6 Capitalization 26 Section 4.7 Statutory Registers 28 Section 4.8 Financial Statements; Internal Controls 28 Section 4.9 Undisclosed Liabilities 31 Section 4.10 Litigation and Proceedings 31 Section 4.11 Legal Compliance 32 Section 4.12 Contracts; No Defaults 32 Section 4.13 Company Benefit Plans 34 Section 4.14 Labor Relations; Employees 35 Section 4.15 Taxes 37 Section 4.16 Insurance 40 Section 4.17 Licenses 40 Section 4.18 Equipment and Other Tangible Property 41 Section 4.19 Real Property 00 Xxxxxxx 4.20 Intellectual Property 42 Section 4.21 Privacy and Cybersecurity 43 Section 4.22 Environmental Matters 44 Section 4.23 Absence of Changes 44 Section 4.24 Anti-Corruption Compliance 44 Section 4.25 Anti-Money Laundering, Sanctions and International Trade Compliance 45 Section 4.26 Proxy/ Registration Statement 45 Section 4.27 Customers and Vendors 46 Section 4.28 Government Contracts 46 Section 4.29 Sufficiency of Assets 46 Section 4.30 Investment Company 46 Section 4.31 Investigation 47 Section 4.32 Brokers’ Fees 47 Section 4.33 No Additional Representations or Warranties 47 ARTICLE V
The Closing Transactions. At the Closing:
The Closing Transactions. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall deliver to the TPG Shareholders, counterpart signature pages, executed on behalf of Purchaser by any individual who, immediately following the Closing, will be an authorized officer of Purchaser, to (i) the Stockholder Rights Agreement and (ii) the Registration Rights Agreement, in each case, to be effective automatically immediately following the Closing.
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Purchaser and the Sellers shall consummate the following transactions (the "Closing Transactions") on the Closing Date:
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware; (b) the Parent shall deliver the Escrow Amount to the Escrow Agent pursuant to Section 1.12 hereof; (c) the Parent shall pay the amounts due and owing pursuant to the Credit Facilities (as set forth in the related payoff letters delivered to the Company); and (d) the Parent shall pay the Estimated Closing Cash Payment and issue and deliver the Equity Consideration to the Paying Agent (for further distribution by the Paying Agent in accordance with the Paying Agent Agreement). 2.03
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall take, or cause to be taken, the following actions at the Closing:
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto will consummate the following transactions at the Closing in accordance with the payment instructions in a funds flow prepared by Seller and delivered to Purchaser at least two (2) Business Days prior to the Closing Date and agreed in good faith and executed by each of the parties hereto prior to the Closing (the "Funds Flow").
