Transactions at Closing Sample Clauses

Transactions at Closing. (a) At the Closing, the Sellers will deliver or cause to be delivered to the Buyer the following: (i) stock certificates, evidencing all, and not less than all, of the Acquired Shares, in each case duly endorsed in blank or accompanied by stock powers duly executed in blank, and with all required stock transfer tax stamps affixed, or if such stock certificates are not then available, affidavits of loss and indemnity agreements in lieu thereof in form and substance reasonably acceptable to the Buyer; (ii) all minute books and stock transfer books of each of the Acquired Companies; (iii) one or more receipts acknowledging receipt of the aggregate Purchase Price; (iv) a legal opinion addressed to the Buyer, in form reasonably acceptable to the Buyer, that each of the Sellers is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby; (v) REITCO shall contribute the Note dated as of August 7, 1998 in the principal amount of $6,215,720, together with an assignment, in recordable form, the related Leasehold Deed of Trust dated as of August 7, 1998 to either MGG or MGG II (or their designee); and (vi) each of the certificates and other documents required to be delivered at the Closing pursuant to Section 7.3 hereof. (b) At the Closing, the Buyer will deliver or cause to be delivered to the Sellers the following: (i) the Purchase Price, by wire transfer in cash of immediately available funds pursuant to, and in the manner set forth in, Section 1.3 hereof; and (ii) each of the certificates and other documents required to be delivered at the Closing pursuant to Section 7.2 hereof.

Transactions at Closing. At the Closing, each of the following transactions shall occur:

Transactions at Closing. At the Closing, the following transactions shall take place and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) PMC shall deliver the following documents: (i) Evidence of issuance of Series C Preferred Stock issued in the name of the FRAC Shareholders in the amounts set forth in Schedule 1 and registered on the books and records of PMC; (ii) Evidence of payment, cancellation, assumption or other satisfaction of each of the liabilities of PMC indicated in Schedules 2 and 3; (iii) Evidence of the cancellation of all issued and outstanding warrants, and options to acquire shares of PMC including, without limitation, those set forth in Schedule 4; (iv) Certificate of good standing from the Secretary of State of the State of North Carolina , dated at or about the Closing Date, to the effect that PMC is in good standing under the laws of said state; and (v) Resignation letters from each of the current officers and directors of PMC to be effective pursuant to Sections 7.13 and 7.14 hereof. (b) FRAC shall deliver or cause to be delivered the following documents and/or shall take the following actions: (i) FRAC shall deliver to PMC share certificates in the name of PMC in respect of all issued and outstanding shares of FRAC in the amounts set forth in Schedule 1 and registered in the name of PMC in the books and records of FRAC; and (ii) Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that FRAC is in good standing under the laws of said state. (c) The FRAC Shareholders shall deliver the following documents: (i) to PMC, duly executed share assignments in the form acceptable to PMC and its counsel, effecting the immediate and unconditional sale, assignment and irrevocable transfer of all issued and outstanding shares of FRAC to PMC in the amounts set forth in Schedule 1, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law; and (ii) to PMC, all share certificates evidencing such FRAC Shares.

Transactions at Closing. At the Closing, and on the basis of the representations, warranties, covenants and agreements made herein and in the Exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereof: (a) Sellers will deliver to Buyers: (i) a ▇▇▇▇ of Sale and any other title transfer documents requested by Buyer with respect to all Accounts Receivable, Inventory, Intangibles and Equipment that is not Leased Equipment executed by Owosso and/or DWZM in the form attached hereto as Exhibit 2.6(a)(i) (the "▇▇▇▇ of Sale") and security interest and lien terminations with respect to all liens, pledges, changes, encumbrances, claims, security interests, easements, covenants, conditions and restriction on such Accounts Receivable, Inventory, Intangibles and Equipment; (ii) subsistence certificates regarding each of Owosso and DWZM, issued as of a recent date by the Secretary of State of such corporations' states of organization; (iii) resolutions duly adopted by the directors of Sellers, and the shareholder(s) of DWZM authorizing execution, delivery and performance of the terms of this Agreement and consummation of the transactions contemplated by this Agreement, certified to Buyers' satisfaction; (iv) an Assignment and Assumption of Contracts and such other instruments pursuant to which Sellers assign to ▇▇▇▇▇▇ Sub the Assigned Contracts and ▇▇▇▇▇▇ Sub assumes Sellers' obligations thereunder, in the form attached hereto as Exhibit 2.6(a)(iv) (the "Assignment and Assumption of Contracts"); (v) a certification that neither Seller is a foreign person; (vi) an agreement pertaining to ▇▇▇▇▇▇ Sub's use of Sellers' computer systems currently used in the operation of the Business, in the form attached hereto as Exhibit 2.6(a)(vi) (the "Transition Services Agreement"); (vii) an agreement pertaining to certain dealer buy-back obligations of Sellers imposed by law with regard to the repurchase of inventory in connection with the termination of ▇▇▇▇▇▇ Industries dealerships and the indemnification of Buyers with respect to, among other things, profits on the sale of such inventory repurchased, in the form attached hereto as Exhibit 2.6(a)(vii) (the "Reimbursement Agreement"); (viii) the books and records maintained by Sellers and relating to the Business; and (ix) such other documents required pursuant to the terms of this Agreement or as reasonably requested by Buyers in order to facilitate or effect the transfer and convey...

Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein: (a) The Sellers shall deliver to the Buyer, free and clear of any lien, claim or encumbrance, certificates representing all of the Stock, duly endorsed in blank or with duly executed stock powers attached. (b) The Buyer shall deliver the Initial Purchase Price to the Sellers in the respective amounts set forth on Schedule 1 by certified or bank check or by wire transfer. (c) The Sellers shall deliver to the Buyer pay-off letters stating the amounts payable on the Closing Date to discharge all of the Discharged Indebtedness of the Companies (each such amount, a "Pay-off Amount"), and containing agreements satisfactory to the Buyer on the part of the relevant lender or creditor to discharge any lien on any property of any of the Companies upon such lender's or creditor's receipt of the Pay-Off Amount specified in the applicable pay-off letter. (d) The Buyer and each of Saff▇▇ ▇▇▇ Schu▇▇▇▇▇▇ ▇▇▇ll execute and deliver Employment and Non-Competition Agreements substantially in the form of Exhibits A-1 and A-2 attached hereto, respectively (the "Employment Agreements"). (e) The Sellers shall deliver the Sellers' Closing Certificate referred to in Section 7.13. (f) The "Exchange", as defined in the Exchange Agreement, shall be completed by delivery of such certificates representing the stock of Atrium as may be required to be exchanged pursuant to the terms thereof for the VBS Exchanged Shares, the BNE Exchanged Shares and the FCI Stock, each as defined in the Exchange Agreement.

Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) DVOP shall deliver to the Seller the following documents: (i) A duly executed stock certificate representing the DVOP Shares issued in the name of the Seller; (ii) A true copy of the letter of instruction issued by DVOP to its transfer agent directing such transfer agent to register the DVOP Shares in the name of the Seller in the stockholders ledger of DVOP; (iii) The DVOP Cash in immediately available funds; (iv) True copies of all consents and waivers obtained by DVOP in accordance with Section ; (v) A certificate of good standing from the Delaware Secretary of State, dated at or about the Closing Date, to the effect that DVOP is in good standing under the laws of Delaware; (vi) A certified copy of the Certificate of Incorporation of DVOP, as certified by the Delaware Secretary of State at or about the Closing Date; (vii) A certificate duly executed by DVOP's secretary attaching and attesting to the accuracy of: () the bylaws of DVOP, () the resolutions of DVOP's board of directors approving the transactions contemplated hereby, including the Exchange, and appointing the officers of QRSciences and at least one appointee of the Seller as the officers of DVOP, and () an incumbency certificate signed by all of the executive officers of DVOP dated at or about the Closing Date; (viii) An officer's certificate duly executed by DVOP's chief executive officer to the effect that the conditions set forth in Section and have been satisfied, dated as of the date of the Closing; (ix) All corporate books and records of DVOP; and (x) Such other documents and instruments as the Seller may reasonably request. (b) The Seller shall deliver or cause to be delivered the following documents to DVOP and/or shall take the following actions: (i) All share certificates in respect of the QRSciences Shares; (ii) Duly executed share transfer forms effecting the immediate and unconditional sale, assignment and irrevocable transfer of QRSciences Shares to DVOP; (iii) Certificate of existence of QRSciences, dated at or about the Closing Date, to the effect that QRSciences is in existence under the laws of Australia; (iv) A certificate duly executed by QRSciences' secretary attaching ...

Transactions at Closing. At the Closing and subject to the fulfillment of the closing conditions contained in Section 7 below, the following transactions will occur, which transactions will be deemed to take place simultaneously and no transaction will be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 4.2.1 The Company will deliver to the Investors the following documents: (i) True and correct copy of the minutes of the extraordinary general meeting of the shareholders of the Company, in the form attached hereto as Schedule 4.2.1(i)(A), approving, among other things: (i) the adoption of the Amended Articles, in the form attached hereto as Schedule 4.2.1(i)(B); (ii) the reclassification of the authorized share capital of the Company as described in the Amended Articles, and (iii) the execution of this Agreement and all of its exhibits and schedules, and the transactions contemplated hereby and thereby; together with a duly completed notice, in the form attached hereto as Schedule 4.2.1(i)(C), ready for filing with the Israeli Registrar of Companies (the “Registrar”). (ii) True and correct copy of the resolution of the Company's Board, in the form attached hereto as Schedule 4.2.1(ii)(A), approving, among other things: (i) the execution of this Agreement and all of its exhibits and schedules, and the transactions contemplated hereby and thereby; (ii) the issuance and allotment by the Company of the CCA Shares, the First Installment Shares to the Investors and the respective Warrants (covering, in the aggregate, 20% of the number of First Installment Shares actually purchased and paid for) against payment of the First Installment, and (iii) the issuance in principle to the Investors of the Second Installment Shares and additional Warrants (covering, in the aggregate, 20% of the number of Second Installment Shares actually purchased and paid for), on the dates the Investors will actually pay to the Company each applicable portion of the Second Installment (and subject to such payment); together with a duly completed notice of such issuance to the Registrar, in the form attached hereto as Schedule 4.2.1(ii)(B), ready for filing with the Registrar. (iii) Validly executed share certificates covering the CCA Shares and the First Installment Shares, issued in the name of the Investors, in the form attached hereto as Schedule 4.2.1(iii). (iv) A copy of the Company’s Register of Shareholders, where...

Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (1) The Company and the Sellers shall deliver to the Purchaser the following agreements and documents: (i) the Escrow Agreement executed by the Shareholders Representative and the Escrow Agent; (ii) a certificate, in the form attached hereto as Exhibit E, executed on behalf of the Company by its chief executive officer, certifying (i) that the conditions set forth in ‎Section 8.01 and ‎Section 8.02 have been duly satisfied; and (ii) the resolutions of the board of directors and the shareholders of the Company approving this Agreement and the Transactions; (iii) a legal opinion of Pearl, Cohen, Zedek, Latzer, Baratz, counsel to the Company and to the Sellers other than Acorn and of Eillenberg & K▇▇▇▇▇ counsel of Acorn, in the form attached hereto as Exhibit F and F-1, respectively; (iv) share transfer deeds for the Purchased Shares in the form attached hereto as Exhibit G, duly executed by each Seller in favor of the Purchaser (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit in the form attached hereto as Exhibit G-1 evidencing that such certificate was lost or never issued; (v) executed resolutions of the shareholders of the Company in the form attached hereto as Exhibit H (i) approving this Agreement and the Transaction Documents, and the consummation of the Transactions, and (ii) amending the current articles of association of the Company, including all amendments thereto (the “Current Articles”) by replacing them in their entirety with the amended and restated articles of association of the Company, attached hereto as Exhibit H-1 (the “Amended Articles”), and approving the appointment as directors of the Company of such person or persons to be identified by the Purchaser, such number of persons shall not be more than three (3); (vi) executed resolutions of the board of directors of the Company in the form attached hereto as Exhibit I approving this Agreement and the Transaction Documents, and the consummation of the Transactions, the registration of the Share Transfer Deeds, the appointment as directors of the Company such person or persons to be identified by the Purchaser, the acceptance of the resignations...

Transactions at Closing. At the Closing, and on the basis of the representations, warranties, covenants and agreements made herein and in the exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereof: