Common use of Transactions at Closing Clause in Contracts

Transactions at Closing. At the Closing, (a) The Company shall deliver to each Seller or such Seller's representative: (i) A duly executed Compliance Certificate, substantially in the form of Exhibit C hereto; (ii) A duly executed Certificate of Designation, stamped to show that it has been filed with the Secretary of State of the State of Delaware; (iii) Certificates registered in the names of the Seller representing the number of Rally's Shares to be issued to such Seller pursuant to Section 1.2 hereof; (iv) A copy of the Notification of Listing of Additional Shares to be delivered to the NASDAQ National Market with respect to the Rally's Shares; and (v) Such other documents and instruments as the Sellers and their counsel may reasonably request relating to the consummation of this Agreement. (b) Each Seller shall deliver to the Company: (i) A duly executed Compliance Certificate, substantially in the form of Exhibit D hereto; (ii) Certificate(s) representing the Checkers Shares being delivered by such Seller pursuant to Section 1.1 hereof, duly endorsed for transfer or together with a stock power duly executed in blank, together with any opinions of counsel required by the transfer agent for the Checkers Common Stock in connection with the transfer of the Checkers Shares to the Company; and (iii) Such other documents and instruments as the Company may reasonably request relating to the consummation of this Agreement. (c) The conditions set forth in Articles 5 and 6 hereof shall have been satisfied or waived as provided therein.

Transactions at Closing. (a) At the Closing, (a) The Company shall , the Sellers will deliver or cause to each Seller or such Seller's representativebe delivered to the Buyer the following: (i) A 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 Compliance Certificatein blank, substantially 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 form of Exhibit C heretoBuyer; (ii) A duly executed Certificate all minute books and stock transfer books of Designation, stamped to show that it has been filed with the Secretary of State each of the State of DelawareAcquired Companies; (iii) Certificates registered in the names one or more receipts acknowledging receipt of the Seller representing the number of Rally's Shares to be issued to such Seller pursuant to Section 1.2 hereofaggregate Purchase Price; (iv) A copy a legal opinion addressed to the Buyer, in form reasonably acceptable to the Buyer, that each of the Notification Sellers is a corporation duly incorporated, validly existing and in good standing under the laws of Listing the State of Additional Shares 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 NASDAQ National Market with respect to Sellers the Rally's Shares; and (v) Such other documents and instruments as the Sellers and their counsel may reasonably request relating to the consummation of this Agreement. (b) Each Seller shall deliver to the Companyfollowing: (i) A duly executed Compliance Certificatethe Purchase Price, substantially by wire transfer in cash of immediately available funds pursuant to, and in the form of Exhibit D hereto;manner set forth in, Section 1.3 hereof; and (ii) Certificate(s) representing each of the Checkers Shares being certificates and other documents required to be delivered by such Seller at the Closing pursuant to Section 1.1 7.2 hereof, duly endorsed for transfer or together with a stock power duly executed in blank, together with any opinions of counsel required by the transfer agent for the Checkers Common Stock in connection with the transfer of the Checkers Shares to the Company; and (iii) Such other documents and instruments as the Company may reasonably request relating to the consummation of this Agreement. (c) The conditions set forth in Articles 5 and 6 hereof shall have been satisfied or waived as provided therein.

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: 4.2.1 The Seller shall sell, transfer, convey, assign and deliver the Assets to the Purchaser, including a master copy of each of the Product Lines (ain both source code and object code form) and third party software used in connection therewith. 4.2.2 The Company Purchaser shall cause the transfer of the Cash Payment by wire transfer to an account designated by Seller, or by banker's check or such other form of payment as is mutually agreed. 4.2.3 The Purchaser shall deliver to each Seller or such SellerInsci an unexecuted form of resolutions of the Purchaser's representative:Board of Directors issuing the Shares to Insci, attached hereto as Exhibit C, together with an unexecuted form of notice of issuance of the Shares to the Israel Registrar of Companies, attached hereto as Exhibit C1, the registration of the Shares in the name of Insci in the share transfer register of the Purchaser (i) A duly executed Compliance Certificate4.2.4 The Purchaser and Insci shall execute the Pledges, substantially in the forms attached hereto as Exhibits D1 and D2. 4.2.5 The Purchaser and Insci shall execute the Share Repurchase Agreement , in the form of attached hereto as Exhibit C hereto;E. (ii) A duly executed Certificate of Designation4.2.6 The Seller, stamped to show that it has been filed with the Secretary of State of the State of Delaware; (iii) Certificates registered in the names of the Seller representing the number of Rally's Shares to be issued to such Seller pursuant to Section 1.2 hereof; (iv) A copy of the Notification of Listing of Additional Shares to be delivered to the NASDAQ National Market with respect to the Rally's Shares; and (v) Such other documents Lognet and instruments as the Sellers and their counsel may reasonably request relating to the consummation of this Agreement. (b) Each Seller Insci shall deliver to the Company: (i) A purchaser duly executed Compliance Certificate, substantially copies of the Letter of Undertaking regarding Non-Competition and Non-Solicitation of Employees in the form of Exhibit D hereto; (ii) Certificate(s) representing the Checkers Shares being delivered by such Seller pursuant to Section 1.1 hereof, duly endorsed for transfer or together with a stock power duly executed in blank, together with any opinions of counsel required by the transfer agent for the Checkers Common Stock in connection with the transfer of the Checkers Shares to the Company; and (iii) Such other documents and instruments attached hereto as the Company may reasonably request relating to the consummation of this Agreement. (c) The conditions set forth in Articles 5 and 6 hereof shall have been satisfied or waived as provided therein.Exhibits G.