The Closing Transactions Sample Clauses

The Closing Transactions. On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur on the Closing Date in the order set forth in this Section 2.01:

The Closing Transactions. Upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations, warranties and covenants made or given in this Agreement and the other Transaction Documents, the Parties hereby agree that, on the Closing Date, the following transactions (the “Closing Transactions”) shall occur: (a) EB Holdco shall assign, transfer, convey and deliver to DOLLC all of the EB Splitco Shares, free and clear of all Liens, and, in exchange for such assignment, transfer, conveyance and delivery, DOLLC shall assign, transfer, convey and deliver to EB Holdco all of the HSSC Tracking Shares, free and clear of all Liens; and (b) EchoStar shall assign, transfer, convey and deliver to DNLLC all of the ET Splitco Shares, free and clear of all Liens, and, in exchange for such assignment, transfer, conveyance and delivery, DNLLC shall assign, transfer, convey and deliver to EchoStar all of the EchoStar Tracking Shares, free and clear of all Liens.

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) As soon as practicable following the Closing, the Company and Merger Sub shall cause the Certificate of Merger and Statement of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Colorado, respectively; (b) in accordance with Section 1.03, Parent shall issue and deliver, or cause to be delivered, to each Securityholder its Allocated Consideration (less the pro rata portion of the Retained Parent Common Shares, subject to any adjustment pursuant to Section 1.03(b)); (c) Parent and the Company shall make such other deliveries as are required by Article VI hereof.

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 ▇▇▇▇ 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. Closing 21 Section 2.2 GHV Financing Certificate 21 Section 2.3 Deliveries at Closing 21 Section 2.4 Closing Transactions 22 Section 2.5 Capitalization 22 Section 2.6 Withholding 23 Section 3.1 Effective Time 23 Section 3.2 The Merger 23 Section 3.3 Effect of the Merger 23 Section 3.4 Governing Documents 24 Section 3.5 Directors and Officers 24 Section 3.6 Earnout Shares 24 Section 3.7 Treatment of GHV Capital Stock in the Merger 26 Section 3.8 Exchange of Certificates 27 Section 3.9 Stock Transfer Books 28 Section 3.10 GHV Warrants 29 Section 4.1 Organization and Authority 29 Section 4.2 Noncontravention 30 Section 4.3 Governmental Authorities; Consents 30 Section 4.4 Capitalization 31 Section 4.5 Financial Statements 32 Section 4.6 Undisclosed Liabilities 32 Section 4.7 Actions 33 Section 4.8 Compliance with Laws; Permits 33 Section 4.9 Material Contracts 34 Section 4.10 Real Property 36 Section 4.11 Employee Benefits 37 Section 4.12 Labor and Employment 39 Section 4.13 Taxes 40 Section 4.14 Intellectual Property and Data Privacy 42 Section 4.15 Insurance 44 Section 4.16 Absence of Changes 45 Section 4.17 Interested Party Transactions 45 Section 4.18 Anti-Corruption; Sanctions; Import and Export Control Laws 46 Section 4.19 Proxy Statement/Prospectus and Registration Statement 47 Section 4.20 Brokers’ Fees 47 Section 4.21 No Prior Operations of AMPSA or MergeCo 47 Section 4.22 Environmental Matters 47 Section 4.23 Sufficiency of Assets 48 Section 4.24 Product Liability; Product Warranties 48 Section 4.25 Debt Financing 48 Section 4.26 No Other Representations or Warranties 49

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, acknowledged and filed with the Secretary of State of the State of Delaware; (b) in accordance with Section 1.04, the Parent shall (i) deliver, or cause to be delivered, the Closing Payment Amount to the Exchange Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Exchange Agent and (ii) instruct Parent’s transfer agent to deposit with the Exchange Agent, as promptly as practicable, the number of shares of Parent Common Stock equal to the Stockholder Percentage of the Stock Election Total Share Amount; (c) in accordance with Section 1.03, the Parent shall (i) deliver, or cause to be delivered, to the Company (A) the aggregate Closing Option Cash Consideration plus (B) the aggregate Unaccredited Investor Stock Election Consideration payable to holders of In-the-Money Stock Options that are Unaccredited Investors in accordance with Section 1.11, by wire transfer of immediately available funds to the account designated in writing by the Company and (ii) direct Parent’s transfer agent to issue, as promptly as practicable, the number of shares of Parent Common Stock equal to the Optionholder Percentage of the Stock Election Total Share Amount in accordance with Section 1.11 to holders of In-the-Money Options through book-entry transfer of such shares to those participant accounts at The Depository Trust Company as designated in writing by the Company to Parent prior to the Closing Date; (d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Securityholder Representative the Securityholder Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Securityholder Representative; (e) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and

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, acknowledged and filed with the Secretary of State of the State of Delaware; (b) in accordance with Section 1.04(a), the Parent shall deliver the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent; (c) the Parent shall deliver the Blocker Closing Payment Amount set forth in the Estimated Closing Statement to Aquiline and New York Life, as applicable, in accordance with the Blocker Purchase Agreements, by wire transfer of immediately available funds to the account(s) designated in writing by Aquiline and New York Life, as applicable; (d) in accordance with Section 1.05, the Parent shall deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative; (e) the Parent shall deposit the Escrow Amount into the Escrow Account; (f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies (including, if so desired, by directing the Company to use freely available Cash to repay), all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and (h) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the "Closing Transactions") in the following sequence at the Closing:

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 Purchaser shall make the following payments: (i) the Purchaser shall deliver to the Seller Representative (on behalf of and for delivery to the Sellers) the Preliminary Purchase Price by wire transfer of immediately available funds to one or more accounts designated by the Seller Representative to the Purchaser at least three (3) Business Days prior to the anticipated Closing Date; (ii) the Purchaser shall repay, on behalf of the Acquired Companies, all amounts required to be paid under the payoff letters delivered pursuant to Section 1.04(c) in order to fully discharge the Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such payoff letters, which the parties hereto agree shall be treated for Tax purposes (A) in the case of amounts paid with respect to the Holdco Seller’s pro rata share of any Indebtedness of Holdco or any of its Subsidiaries, as if the Purchaser paid such amounts to the Holdco Seller as part of the Purchase Price paid for the Purchased Holdco Interests and the Holdco Seller contributed such amounts to Holdco to fund the repayment by Holdco of such Indebtedness, (B) in the case of Syntron Corp’s pro rata share of any Indebtedness of Holdco or any of its Subsidiaries, as if the Purchaser paid such amounts to the Corp Sellers as part of the Purchase Price paid for the Purchased Syntron Corp Interests and each Corp Seller contributed its pro rata share of such amounts to Syntron Corp for subsequent contribution by Syntron Corp to Holdco to fund the repayment by Holdco of such Indebtedness, and (C) in the case of amounts paid with respect to Indebtedness of Syntron Corp, as if the Purchaser paid such amounts to the Corp Sellers as part of the Purchase Price paid for the Purchased Syntron Corp Interests and each of the Corp Sellers contributed its pro rata share of such amounts to Syntron Corp to fund the repayment by Syntron Corp of such Indebtedness; (iii) the Purchaser shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account, the Indemnity Escrow Amount into the Indemnity Escrow Account and, if applicable, the Interim Breach Escrow Amount into the Interim Breach Escrow Account, each such account established pursuant to the terms and conditions of an escrow agreement, substantially in the form of Exhibit A...