Transactions at the Closing Sample Clauses
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Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. 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 have been delivered:
(1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances.
(2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser.
(3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect t...
Transactions at the Closing. (a) At the Closing, Buyer shall:
(i) deliver to the Sellers’ Representative, for the benefit of the Sellers, the Closing Consideration by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Date;
(ii) deliver to the Escrow Agent cash, in the amount of the Escrow Deposit, by wire transfer of immediately available funds, as provided in the Escrow Agreement; and
(iii) deliver to Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 8.3 of this Agreement.
(b) At the Closing, the Sellers shall:
(i) deliver to Buyer stock certificates evidencing the Shares, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(ii) deliver to Buyer stock certificates evidencing the shares, free and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(iii) deliver to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement;
(vi) deliver to the applicable Group Company the amount of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;
(vii) cause a meeting of the board of directors of the Company to approve and effect the following actions:
(A) the adoption of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers ...
Transactions at the Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to occur 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:
Transactions at the Closing. At the Closing the following events shall occur, each event under the control of one party hereto being a condition precedent to the events under the control of the other party, and each event being deemed to have occurred simultaneously with the other events.
Transactions at the Closing. At the Closing, subject to the terms and conditions of this Agreement, each of the Purchasers severally (and not jointly) shall purchase and acquire from the Company, and the Company shall issue and sell to the Purchasers, Senior Convertible Notes and Warrants for an aggregate purchase price of $3,000,000 (the "Purchase Price"). At the Closing, the Company shall deliver to each Purchaser a duly executed Senior Convertible Note, in the aggregate principal amount set forth opposite such Purchaser's name on Schedule 2.2 hereto, and a duly executed Warrant to purchase the amount of shares of Next Round Securities as set forth in the Warrant, each registered in the name of such Purchaser or its nominees, with appropriate issue stamps, if any, affixed at the expense of the Company, free and clear of any Lien, against payment by each Purchaser of the portion of the Purchase Price payable in respect thereof as set forth opposite such Purchaser's name on Schedule 2.2 hereto by wire transfer of immediately available funds to an account designated by the Company.
Transactions at the Closing. At the Closing, subject to the terms and conditions of this Agreement, (a) the Company shall issue and sell to Purchaser and Purchaser shall purchase the Shares, the Special Warrants and the Warrants; (b) the Company shall deliver to Purchaser a certificate representing the Shares and certificates representing the Special Warrants and the Warrants, in each case registered in the name of Purchaser against payment of the Purchase Price with respect thereto by wire transfer of immediately available funds to an account or accounts previously designated by the Company; and (c) the Company and Purchaser shall enter into the Registration Rights Agreement. ARTICLE II COVENANTS SECTION 2.01
Transactions at the Closing. The following transactions shall take place at the Closing:
(a) Seller shall enter into (as applicable) (and in the case of certain Leases, Reyn▇▇▇▇) ▇▇d deliver to Buyer: (i) the Bill ▇▇ Sale, (ii) the Assignment of Contracts, (iii) the Assignment of Site Leases, (iv) the Assignment of Permits, (v) the Leases, (vi) all applicable Tax Clearances, and (vii) other instruments of transfer, evidence of consent and all other related documents as may be necessary to evidence or perfect the sale, assignment, transfer, and conveyance of good title to all of the Purchased Assets, in each case free and clear of all Security Interests and Encumbrances. Seller shall also deliver to Buyer all Books and Records, including the originals of the Advertising Contracts and Site Leases.
(b) Buyer shall deliver to Seller the Purchase Price, as adjusted pursuant to Section 2.6, by wire transfer of immediately available funds.
(c) Buyer shall enter into (as applicable) and deliver to Seller: (i) the Bill ▇▇ Sale, (ii) the Assignment of Contracts, (iii) the Assignment of Site Leases, (iv) the Assignment of Permits, (v) the Leases, and (vi) other assumption agreements, instruments and other documents as may be necessary to evidence the assumption by Buyer of the Assumed Liabilities.
(d) The Parties shall also deliver to each other the agreements, instruments, opinions, certificates, and other documents referred to in this Agreement.
Transactions at the Closing. At the Closing Date, 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:
2.2.1. The Company shall deliver to the Investors the following documents or cause the following actions to be completed:
2.2.1.1. A true and correct copy of the written consent of the Company’s Board, in the fonn attached hereto as Exhibit 2.
2.1.1 approving, inter alia׳, (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the issuance and allotment of the Purchased Shares and the Warrants to the Investors against payment of the Investment Amount; (iii) the issuance of the Agent Warrants to the Placement Agent and (iv) the issuance of Ordinary Shares upon conversion of shareholder loans as set forth in Section 2.2.1.8 below.
2.2.1.2. A true and correct copy of the minutes of the general meeting of the shareholders of the Company, approving (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the adoption of the Amended and Restated Articles of Association of the Company (the “Amended Articles”), in the form attached hereto as Exhibit ▇.▇.▇.▇: (iii) the issuance of the Purchased Shares, the Warrants and the Agent Warrants (as set forth in Section 8.1 below), the issuance of the Ordinary Shares upon the exercise of the Warrants and the Agent Warrants and reserving share capital for the Warrants and the Agent Warrants; and (iv) the issuance of Ordinary Shares upon conversion of shareholder loans as set forth in Section 2.2.1.8 below.
2.2.1.3. Validly executed Warrants, in the form attached hereto as Exhibit 1.4;
2.2.1.4. Validly executed Agent Warrants, in the form attached hereto as Exhibit 8.1;
2.2.1.5. A true and correct copy of the Company’s shareholders register evidencing the issuance of the Purchased Shares, certified by the Company’s Chief Executive Officer, in the form attached hereto as Exhibit 2.2.1.5;
2.2.1.6. A waiver signed by each shareholder of the Company, in the form attached hereto as Exhibit 2.2.L6;
2.2.1.7. A ...
Transactions at the Closing. 4 At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and, unless the Purchasers have waived, in writing, the occurrence or completion of any such transaction or delivery of any document,5 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:
2.2.1. The Company shall issue the Preferred A Shares to the Purchasers, as provided in Section 2.1, and deliver to the Purchasers the following documents:
(a) True and correct copies of resolutions of the Company's shareholders, in the form attached hereto as Schedule 2.2.1(a)A, by which the Articles of the Company were replaced with the Amended and Restated Articles , attached hereto as Schedule 2.2.1(a)B (the "Amended Articles") together with a duly completed notice of such changes to the Israeli Registrar of Companies (and all of the foregoing, immediately following the Closing, to be duly stamped to indicate filing with the Israeli Registrar of Companies);
(b) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchasers against payment of the purchase price therefor [reserving [ ] Ordinary Shares, constituting up to [ ] percent ([ ]%) of the Company's outstanding share capital on a fully diluted basis (as of immediately following the Closing) for the purpose of granting options to purchase Ordinary Shares to employees, directors and consultants of the Company (the “Pool”) and effecting a change in the signatory rights of the Company] - all in the forms attached hereto as Schedule 2.2.1(b);
(c) Validly executed share certificates covering the Shares, issued in the names of the respective Purchasers, in the form attached hereto as Schedule 2.2.1(c); 2 Some transactions provide for a milestone closing (if the Company is required to satisfy certain milestones before an additional investment is made) or a deferred closing (if the Company is to be given additional time to find additional investors who will invest on the same terms and conditions).
Transactions at the Closing. At the Closing, subject to the terms and conditions of this Agreement, (a) the Company shall issue and sell to Purchasers and Purchasers shall purchase the Shares; (b) the Company and the Purchasers shall enter into the Shareholders Agreement; and (c) the Company and Purchasers shall enter into the Registration Rights Agreement.