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, whereby the Investors have been entered as the owner of the CCA Shares and/or the Purchased Shares, in the form attached hereto as Schedule 4.2.1
Appears in 1 contract
Transactions at Closing. At The following transactions, which together shall constitute the recapitalization, shall be consummated at the Closing on the Closing Date in the following order and subject to each transaction shall be conditioned upon the fulfillment occurrence 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 documentsother transactions:
(ia) True NSC and correct copy of the minutes of the extraordinary general meeting of the shareholders of the Company, ▇▇▇▇▇▇▇▇▇ shall enter into an Asset Purchase Agreement substantially in the form attached hereto as Schedule 4.2.1(i)(AExhibit 2.2-A (the "Asset Agreement"), approvingand NSC shall transfer the Purchased Assets (other than the Non-Assignable Assets) and the Assumed Liabilities to ▇▇▇▇▇▇▇▇▇, among and ▇▇▇▇▇▇▇▇▇ shall accept the Purchased Assets (other things: than the Non-Assignable Assets) and assume the Assumed Liabilities, pursuant to such Asset Purchase Agreement in exchange for the Purchase Price Note and 100 shares of ▇▇▇▇▇▇▇▇▇ Common Stock;
(ib) the adoption NSC shall transfer all of the Amended Articlesoutstanding shares of ▇▇▇▇▇▇▇▇▇ Common Stock and cash in the amount of $12,837,000 to ▇▇▇▇▇▇▇▇▇ Parent for 1,095,000 shares of FSC Class A Common Stock, 1,245,000 shares of FSC Class B Common Stock and 11,667 shares of FSC Preferred Stock and the NSC Note;
(c) NSC shall enter into the Operating Agreements with ▇▇▇▇▇▇▇▇▇ substantially in the forms attached hereto as Exhibits 2.2-C-1 through -11,
(d) NSC, Investor, Management Investors and ▇▇▇▇▇▇▇▇▇ Parent shall enter into a Securities Purchase and Holders Agreement (the "Shareholders Agreement") in the form attached hereto as Schedule 4.2.1(i)(BExhibit 2.2-D;
(e) NSC shall cause ▇▇▇▇▇▇▇▇▇ Parent to sell, and Investor shall purchase, 6,205,000 shares of FSC Class A Common Stock at a purchase price of $0.50 per share, 7,055,000 shares of FSC Class B Common Stock at a purchase price of $0.50 per share, and 58,333 shares of FSC Preferred Stock at a purchase price of $1,000 per share, less the FSC Securities actually purchased by Management Investors pursuant to Section 2.2(f); ;
(iif) the reclassification NSC shall cause ▇▇▇▇▇▇▇▇▇ Parent to sell to Management Investors such of the authorized share FSC Securities as would otherwise be purchased by Investor pursuant to Section 2.2(e) in such amounts and to such Management Investors as shall have been designated by Investor to ▇▇▇▇▇▇▇▇▇ Parent in writing prior to Closing at the purchase prices set forth in Section 2.2(e);
(g) ▇▇▇▇▇▇▇▇▇ Parent shall contribute the cash proceeds from the sale of FSC Securities to the 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”).▇▇▇▇▇▇▇▇▇;
(iih) True and correct copy ▇▇▇▇▇▇▇▇▇ shall obtain the proceeds of the resolution of the Company's Board, in the form attached hereto as Schedule 4.2.1(ii)(A), approving, among other things: Financing; and
(i) ▇▇▇▇▇▇▇▇▇ shall repay the execution of this Agreement and Purchase Price Note in cash. The parties acknowledge that it is their intention that the foregoing transactions all of its exhibits and schedules, and occur at 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), Closing 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 RegistrarClosing Date.
(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, whereby the Investors have been entered as the owner of the CCA Shares and/or the Purchased Shares, in the form attached hereto as Schedule 4.2.1
Appears in 1 contract
Sources: Agreement and Plan of Recapitalization (FSC Semiconductor Corp)
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 deliveredClosing:
4.2.1 The Company will (a) TIS shall deliver to the Investors the following documentsBuyer:
(i) True the TIS Interest, free and correct copy clear of any Liens other than Liens created by the Buyer, under the following conditions:
(A) TIS shall sell, transfer and deliver the TIS Interest in exchange for 768,181 shares of Common Stock (the "TIS Shares"), of which 163,636 shares shall be included in a registration statement of Buyer that will be filed with the SEC on or before 75 days from the Closing Date, as provided in Section 10 of this Agreement.
(B) The remaining 604,545 TIS Shares shall be subject to the following transfer restrictions:
(1) 201,515 TIS Shares may be sold pursuant to any exemption which may be available to TIS pursuant to the Securities Act, including, but not limited to a sale pursuant to Rule 144 of the minutes SEC pursuant to the Securities Act;
(2) 201,515 TIS Shares shall be subject to a two year transfer restriction, commencing on the date of issuance, after which date such TIS Shares may be sold pursuant to any exemption from registration under the extraordinary general meeting Securities Act; and
(3) 201,515 TIS Shares shall be subject to a three year transfer restriction, commencing on the date of issuance, after which date such TIS Shares may be sold pursuant to any exemption from registration under the shareholders Securities Act.
(4) Except as provided in Section 14 of the Companythis Agreement, in the form attached hereto as Schedule 4.2.1(i)(ATIS may not transfer any TIS Shares which are subject to restriction pursuant to Paragraph 1.3(a)(i)(B)(1), approving, among other things: (i2) the adoption of the Amended Articles, in the form attached hereto as Schedule 4.2.1(i)(B); or (ii3) 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 without the prior written consent 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”)Buyer.
(ii) True and correct copy All restrictions on the transfer of the resolution TIS Shares issued as part of the Company's Board, in the form attached hereto as Schedule 4.2.1(ii)(A), approving, among other things: this transaction shall be terminated upon (iA) the execution completion of an initial public offering of SPEEDIA pursuant to which SPEEDIA shall receive net proceeds of at least $20,000,000; or (B) the completion of one or more public offerings by SPEEDUS subsequent to the date of this Agreement and all of its exhibits and schedules, and provided that the transactions contemplated hereby and thereby; aggregate net proceeds from such offerings shall be at least (iiI) $100,000,000 if the issuance and allotment VisionStar Contribution has been completed by the Company of Buyer or (II) $35,000,000 if the CCA Shares, VisionStar Contribution has not been completed by the First Installment Shares to the Investors Buyer. Net proceeds shall mean gross proceeds less any underwriting discounts 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 Registrarcommissions.
(iii) Validly executed share certificates covering TIS shall deliver to the CCA Shares Buyer an opinion of counsel to TIS in form and substance reasonably satisfactory to the First Installment SharesBuyer, issued in the name dated as of the InvestorsClosing Date, in the form attached hereto as Schedule 4.2.1(iii)to due authorization, execution, delivery and enforceability of this Agreement by TIS.
(ivb) A copy ▇▇▇▇▇ shall deliver to the Buyer:
(i) the ▇▇▇▇▇ Interest, free and clear of any Liens other than Liens created by the Buyer, under the following conditions:
(A) ▇▇▇▇▇ shall sell, transfer and deliver the ▇▇▇▇▇ Interest in exchange for 181,819 shares of Common Stock (the "▇▇▇▇▇ Shares"), of which 36,364 shares shall be included in a registration statement of Buyer that will be filed with the SEC on or before 75 days from the Closing Date.
(B) The remaining 145,455 unregistered ▇▇▇▇▇ Shares shall be subject to the following transfer restrictions:
(1) 49,455 ▇▇▇▇▇ Shares shall be free of any encumbrances and restrictions, and may be sold pursuant to and in accordance with the Securities Act, including any exemption from registration thereunder;
(2) 48,000 ▇▇▇▇▇ Shares shall be subject to a two year transfer restriction, commencing on the date of issuance, after which date such ▇▇▇▇▇ Shares may be sold in accordance with the Securities Act, including any exemption from registration thereunder; and
(3) 48,000 ▇▇▇▇▇ Shares shall be subject to a three year transfer restriction, commencing on the date of issuance, after which date such ▇▇▇▇▇ Shares may be sold in accordance with the Securities Act, including any exemption from registration thereunder. Except as provided in Section 14 of this Agreement, ▇▇▇▇▇ may not transfer any ▇▇▇▇▇ Shares which are subject to restriction pursuant to Paragraph 1.3(b)(i)(B)(1), (2) or (3) of this Agreement without the prior written consent of the Company’s Register of Shareholders, whereby Buyer.
(ii) All restrictions on the Investors have been entered as the owner transfer of the CCA ▇▇▇▇▇ Shares and/or issued as part of this transaction shall be terminated upon (A) the Purchased Sharescompletion of an initial public offering of SPEEDIA pursuant to which SPEEDIA shall receive net proceeds of at least $20,000,000; or (B)the completion of one or more public offerings by SPEEDUS subsequent to the date of this Agreement provided that the aggregate net proceeds from such offerings shall be at least of at least (I) $100,000,000 if the VisionStar Contribution has been completed by the Buyer or (II) $35,000,000 if the VisionStar Contribution has not been completed by the Buyer.
(iii) ▇▇▇▇▇ shall deliver to the Buyer an opinion of counsel to ▇▇▇▇▇ in form and substance reasonably satisfactory to the Buyer, dated as of the Closing Date, as to the due authorization, execution, delivery and enforceability of this Agreement by ▇▇▇▇▇.
(c) Buyer shall deliver:
(i) the TIS Shares to TIS.
(ii) the ▇▇▇▇▇ Shares to ▇▇▇▇▇.
(iii) an opinion of its counsel addressed to each Seller, in form and substance reasonably satisfactory to the form attached hereto Sellers, dated as Schedule 4.2.1of the Closing Date, as to the due authorization, execution, delivery and enforceability of this Agreement by the Buyer.
(d) TIS and the SPEEDIA shall execute the License Agreement, and SPEEDIA shall pay the $300,000 licensee fee provided for in the License Agreement.
Appears in 1 contract
Transactions at Closing. At the Closing Closing: ------------ -- -------
(a) pursuant to an Assignment and subject Assumption Agreement in the form of Exhibit ------- A-2 hereto. KES shall assign to the fulfillment Assignee, free and clear of the closing conditions contained in Section 7 belowany lien, claim --- or encumbrance, the following transactions will occurProject Note pursuant to an Assignment and Assumption Agreement in the form of Exhibit A-3 hereto (collectively, which transactions will be deemed to take place simultaneously the "Assignment ------- --- ---------- and no transaction will be deemed to have been completed or any document delivered until all such transactions have been completed Assumption Agreements"). --- ---------- ----------
(b) The Buyer Parties shall execute and all required documents delivered:
4.2.1 The Company will deliver to the Investors KES Entities the following documents:
(i) True and correct copy of the minutes of the extraordinary general meeting of the shareholders of the Company, an Equity Support Guarantee in the form attached hereto as Schedule 4.2.1(i)(AExhibit E-2-B to the Depositary Agreement (as defined in the Credit ------- ----- Agreement), approving, among other things: providing a $33.5 million equity funding guarantee;
(iii) the adoption of the Amended Articles, a Master Guarantee and Support Instrument in the form attached hereto as Schedule 4.2.1(i)(B)Exhibit D-1 to the Depositary Agreement; (ii) the reclassification of the authorized share capital of the Company as described in the Amended Articles, and ------- ---
(iii) the execution of this a Guarantee Assumption 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)Exhibit C to the Shareholders Agreement; ------- -
(iv) a Consent and Assignment in the form of that which was delivered by KBI on October 31, ready 1997, mutatis mutandis, pursuant to ------- -------- the Credit Agreement; and
(v) the Assignment and Assumption Agreements in the forms of Exhibit ▇-▇, ▇-▇, and A-3. ------- --- --- --- ---
(c) The Buyer Parties shall deliver the Purchase Price by wire transfer of immediately available funds:
(i) to Fleet National Bank, Hartford, CT to ABA #▇▇▇-▇▇▇-▇▇▇, for filing with the Israeli Registrar account of Companies (Lyon Credit Corporation at Account No. 007030-0226 in the “Registrar”).amount of $27,351,564.53;
(ii) True and correct copy to Sanwa Bank California, Los Angeles, CA to ABA #▇▇▇▇▇▇▇▇▇, for the account of the resolution of the Company's BoardKENETECH Windpower Inc. Debtor in Possession, Account No. 0665-28604, in the form attached hereto as Schedule 4.2.1(ii)(A), approving, among other things: (i) the execution amount 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.$6,500,000;
(iii) Validly executed share certificates covering to Bank of New York, New York, NY to ABA #0210 00018, as Indenture Trustee for GLA #111-565, for further credit to Account No. 308335, for A/C Risk - KENETECH (the CCA Shares and the First Installment Shares, issued in the name account of the InvestorsIndenture Trustee), in the form attached hereto as Schedule 4.2.1(iii).amount of $145,346,695.50;
(iv) A copy to Bank of New York, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ to ABA #▇▇▇▇▇▇▇▇▇, for the Company’s Register account of ShareholdersFieldstone Private Capital Group, whereby the Investors have been entered as the owner of the CCA Shares and/or the Purchased SharesL.P. at Account Name: FPCG Services, L.P., Account No.: 8900148829, in the form attached hereto amount of $2,000,000;
(v) to Sanwa Bank California, San Francisco, CA to ABA #▇▇▇▇▇▇▇▇▇, for the account of KENETECH Energy Systems, Inc., Payroll Account, Account No. 0662-26054 in the amount of $8,000,000; and
(vi) the balance of the Purchase Price (not including any amount payable under Section 11) to Bank of New York, New York, NY to ABA #▇▇▇▇▇▇▇▇▇, Account No. 8900 11 8245, for the account of Fidelity Group of Funds Institutional Account, for further credit to KENETECH Energy Systems, Inc., Account No. 0059-00080389620 in the amount of $24,301,740.00.
(d) The Buyer Parties shall make the payment to PREPA under the Waiver Agreement (each as Schedule 4.2.1defined in Section 7.4), to Citibank, NY, New York, NY to ABA #▇▇▇▇▇▇▇▇▇, for Citibank, PR as Receiving Bank, Account No. 10-99-1506, for further credit to PREPA Citi-Cogen Funds, Account No. ▇-▇▇▇▇▇▇-▇▇▇, in the amount of $29,275,000;
Appears in 1 contract
Transactions at Closing. (a) At the Closing and subject Closing, the Seller shall deliver or cause to be delivered 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 documentsBuyer:
(i) True such deeds, bills of sale, general conveyances, certificates of title and correct copy other instruments of assignment or transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer or its nominee(s) good record (where applicable) and marketable title to all of the minutes Acquired Assets, in each case free and clear of all Liens except for Permitted Liens; these transfer instruments will include (a) one or more Bills of Sale in the extraordinary general meeting form of Exhibit C, and (b) Assignment of Trademarks, Assignment of Patents and Patent Applications, and Assignment of Copyrights in the shareholders forms set forth as Exhibit D;
(ii) certificates (if any) representing the Subsidiary Shares, duly endorsed to Buyer;
(iii) the closing certificates referred to in Article 9;
(iv) employment agreements in form and substance satisfactory to the Buyer, duly executed by each Person listed on Schedule 4.2(a)(iv) (collectively, the “Employment Agreements”);
(v) the Legal Opinion;
(vi) the Fairness Opinion;
(vii) the Escrow Agreement, duly executed by the Seller;
(viii) that certain Side Letter between the Buyer and the Seller, duly executed by the Seller;
(ix) copies of the Companyeach acknowledgment and agreement, in the form attached hereto as Schedule 4.2.1(i)(AExhibit E, duly executed by Acme Global Inc., Cornell Capital Partners, LP and Ardour Capital (the “Waivers”); and
(x) an assignment and assumption agreement, a form of which is attached hereto as Exhibit F (the “Assumption Agreement”), approving, among other things: duly executed by the Seller.
(b) At the Closing the Buyer shall deliver or cause to be delivered to the Seller:
(i) the adoption of Assumption Agreement, duly executed by the Amended Articles, in the form attached hereto as Schedule 4.2.1(i)(B); Buyer;
(ii) the reclassification Cash Purchase Price, less the amount due to Jiri Nor to satisfy in full any outstanding debt owed by the Seller, Ontario or s.r.o. to him (“Nor Repayment”), by wire transfer of immediately available funds to an account that has been designated in writing for such purpose by the authorized share capital of Seller (with the Company as described in Seller making such designation at least 48 hours prior to the Amended Articles, and Closing);
(iii) the execution of this Agreement and all of its exhibits and schedules, Debentures and the transactions contemplated hereby and thereby; together with a duly completed noticeNote, 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).marked canceled;
(iv) A copy the Escrow Agreement, duly executed by the Buyer; and
(v) the closing certificates referred to in Article 10.
(c) At the Closing, the Buyer shall deliver or cause to be delivered the Legal Funds by wire transfer to the Escrow Agent pursuant to the terms of the Company’s Register of ShareholdersEscrow Agreement.
(d) At the Closing, whereby the Investors have Buyer shall deliver or cause to be delivered the Nor Repayment by wire transfer to an account that has been entered as the owner of the CCA Shares and/or the Purchased Shares, designated by Jiri Nor in the form attached hereto as Schedule 4.2.1writing for such purpose.
Appears in 1 contract
Transactions at Closing. At the (a) The Closing and subject to the fulfillment of the closing conditions contained in Section 7 below, the following transactions Transactions ("Closing") 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 as soon as practical after the Investors the following documentsearlier of:
(i) True and correct copy such time as each of the minutes parties has received telephonic notification from the Federal Trade Commission of early termination of the extraordinary general meeting ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Premerger Notification Act waiting period (the "HSR Waiting Period"), or
(ii) the expiration of the shareholders HSR Waiting Period without objection or request for additional information from the Federal Trade Commission or the Antitrust Division of the CompanyU.S. Department of Justice.
(b) Each SHAREHOLDER, severally and not jointly, will convey, assign, transfer and deliver to ELAMEX all of his or its right, title and interest in and to 100% of his or its Shares free and clear of all liens, claims and encumbrances. Such conveyance, assignment, transfer or delivery will be effected by the delivery to ELAMEX by the SHAREHOLDERS of stock certificates representing 100% of his or its Shares, duly endorsed in blank (or with stock powers attached thereto duly signed in blank) and other good and sufficient instruments of conveyance and of transfer as ELAMEX may reasonably request to vest more effectively in ELAMEX all of the SHAREHOLDERS' right, title and interest in and to the conveyed Shares.
(c) ELAMEX will pay Twenty Million, three hundred forty-three thousand, one hundred and two and 00/100 dollars ($20,343,102.00), lawful money of the United States of America, payable by wire transfer or other immediately available funds, in consideration for 100% of the Shares (the "Purchase Price") at the Closing as follows:
i) $16,343,102.00 to the Shareholders in the amounts set forth on Schedule 3.01(c); and
ii) $4,000,000.00 to the escrow account pursuant to that certain Escrow Agreement attached hereto as Exhibit H.
(d) ELAMEX and the SHAREHOLDERS will execute and deliver the Ancillary Agreements to which they are parties, substantially in the form attached hereto as Exhibits to the Purchase Agreement, including the following: Opinion Letter from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Counsel for PRECISION Opinion Letter from ELAMEX general counsel Confidentiality Agreement Consulting Agreement between PRECISION and ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. Employment Agreement between PRECISION and ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. Employment Agreement between PRECISION and ▇▇▇▇▇▇▇ ▇▇▇▇ Employment Agreement between PRECISION and ▇▇▇▇▇ ▇▇▇▇ Escrow Agreement among the Escrow Agent, ELAMEX and the Shareholders
(e) ELAMEX will also pay the SHAREHOLDERS, according to the percentages set forth in Schedule 4.2.1(i)(A3.01(e), approving, among other things: (i) the adoption $2,800.00 lawful money of the Amended ArticlesUnited States of America, in for each day which elapses between 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 signing 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”)Closing.
(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, whereby the Investors have been entered as the owner of the CCA Shares and/or the Purchased Shares, in the form attached hereto as Schedule 4.2.1
Appears in 1 contract
Transactions at Closing. At the Closing Closing:
(a) Seller will deliver the Company Stock to The Source, duly endorsed for transfer to The Source, in form acceptable to The Source's counsel, so as to effectively vest in The Source full, indefeasible, merchantable, legal, equitable and subject beneficial title to the fulfillment Company Stock, free and clear of all debts, claims, security interests, liens, encumbrances and other title retention agreements, pledges, assessments, covenants, restrictions and charges of every nature;
(b) The Source will deposit $100,000 in escrow (the "Indemnification Escrow") with Wachovia Bank of North Carolina, N.A. or other mutually acceptable escrow agent (the "Indemnification Escrow Agent") under the Indemnification Escrow Agreement set forth in Schedule 2.03(b) or otherwise required by and acceptable to the Indemnification Escrow Agent (the "Indemnification Escrow Agreement"), which shall be executed by Seller, The Source and the Indemnification Escrow Agent at the Closing;
(c) The parties hereto shall jointly instruct the Termination Escrow Agent to release to The Source the sum of Ten Thousand Dollars ($10,000) as partial reimbursement for the cost of the closing conditions contained in Letter of Credit (defined below) and to Seller the remaining principal amount of the Termination Escrow deposited with the Termination Escrow Agent by The Source pursuant to Section 7 below2.02(a), 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:income earned thereon;
4.2.1 (d) The Company Source will deliver to Seller a promissory note in the Investors principal amount of Two Million One Hundred Fifty Thousand Dollars ($2,150,000), a form of which is attached hereto as Schedule 2.03(d)(i) (the following documents:
"Note"), bearing interest at the rate of six and one-quarter percent (i6.25%) True per annum, and correct copy payable on January 5, 1998. The Note will be secured by an irrevocable letter of the minutes credit issued by Wachovia Bank of the extraordinary general meeting of the shareholders of the CompanyNorth Carolina, N.A. or other mutually acceptable financial institution, in the form attached hereto as Schedule 4.2.1(i)(A2.03(d)(ii) (the "Letter of Credit"), approvingwith an expiration date of January 31, 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”)1998.
(iie) True and correct copy The parties shall perform all of the resolution other obligations required to be performed by them under this Agreement on or before the Closing."
D. Section 3.09 shall be amended by adding the following sentence to the end of such section: "Neither Company nor Seller is related to, affiliated with, or associated with in any manner whatsoever, Kessler Associates, Inc. or Jerr▇ ▇▇▇▇▇er."
▇. ▇▇▇▇▇▇▇ 3.21(b) shall be amended by adding the following sentence to the end of such section: "Each plan listed on Schedule 3.21 as a stock bonus, pension or profit sharing plan within the meaning of Section 401(a) 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 Code has been or at Closing will be terminated 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 evidence thereof furnished 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 RegistrarThe Source.
(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, whereby the Investors have been entered as the owner of the CCA Shares and/or the Purchased Shares, in the form attached hereto as Schedule 4.2.1
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Sources: Stock Purchase Agreement (Source Co)