The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:
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, 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 Xxxx 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. Section 2.1 The Amalgamation 19 Section 2.2 Governing Documents 20 Section 2.3 Directors and Officers 20 Section 2.4 Closing Statements 21 ARTICLE III EFFECTS OF THE AMALGAMATION Section 3.1 AARK Equity Securities 22 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES Section 4.1 Organization 23 Section 4.2 Subsidiaries 24 Section 4.3 Due Authorization; Board Approval 24 Section 4.4 No Conflict 25 Section 4.5 Governmental Authorities; Consents 25 Section 4.6 Capitalization 26 Section 4.7 Statutory Registers 28 Section 4.8 Financial Statements; Internal Controls 28 Section 4.9 Undisclosed Liabilities 31 Section 4.10 Litigation and Proceedings 31 Section 4.11 Legal Compliance 32 Section 4.12 Contracts; No Defaults 32 Section 4.13 Company Benefit Plans 34 Section 4.14 Labor Relations; Employees 35 Section 4.15 Taxes 37 Section 4.16 Insurance 40 Section 4.17 Licenses 40 Section 4.18 Equipment and Other Tangible Property 41 Section 4.19 Real Property 00 Xxxxxxx 4.20 Intellectual Property 42 Section 4.21 Privacy and Cybersecurity 43 Section 4.22 Environmental Matters 44 Section 4.23 Absence of Changes 44 Section 4.24 Anti-Corruption Compliance 44 Section 4.25 Anti-Money Laundering, Sanctions and International Trade Compliance 45 Section 4.26 Proxy/ Registration Statement 45 Section 4.27 Customers and Vendors 46 Section 4.28 Government Contracts 46 Section 4.29 Sufficiency of Assets 46 Section 4.30 Investment Company 46 Section 4.31 Investigation 47 Section 4.32 Brokers’ Fees 47 Section 4.33 No Additional Representations or Warranties 47 ARTICLE V
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware; (b) the Purchaser shall deliver to the Paying Agent the Closing Residual Cash Consideration (less the Special Vesting Class B Escrow Amount), as determined in accordance with Sections 1.02 and 1.04, by wire transfer of immediately available funds to one or more accounts designated by the Paying Agent to the Purchaser; (c) the Purchaser shall deliver to the Representative (on behalf of each Unitholder) the Holdback Amount, by wire transfer of immediately available funds to one or more accounts designated by the Representative to the Purchaser; (d) the Purchaser shall deposit (i) $5,000,000 (the “Adjustment Escrow Amount”) into an escrow account (the “Adjustment Escrow Account”) established pursuant to the terms and conditions of an escrow agreement, substantially in the form of Exhibit B attached hereto (the “ Escrow Agreement”), by and among the Purchaser, the Representative and Xxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and (ii) $25,000,000 (the “Indemnity Escrow Amount” and, together with the Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) established pursuant to the terms and conditions of the Escrow Agreement; 9 (e) the Purchaser shall deposit the Special Vesting Class B Escrow Amount into an escrow account established pursuant to the terms and conditions of the Escrow Agreement; (f) the Company shall deliver to the Purchaser payoff letters, which shall be reasonably satisfactory to the Purchaser, from each holder of Indebtedness listed on the Indebtedness Payoff Schedule, and shall make arrangements reasonably satisfactory to the Purchaser for each such holder of Indebtedness to deliver all related Lien releases to the Purchaser as soon as practicable after the Closing; (g) the Purchaser shall repay, on behalf of the Company and its Subsidiaries, all amounts required to be paid under the payoff letters delivered pursuant to Section 2.02(f) 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; (h) the Purchaser, the Company and the Representative (o...
The Closing Transactions. Pursuant to the Transaction Agreements, ---------- the following transactions will occur, substantially contemporaneously, at the closing (the "Closing") to be held on June 13, 1997, or such other date as may be agreed upon by the parties hereto (the "Closing Date") at the offices of Ropes & Xxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX, 00000, at 9:00 a.m. local time, or at such other time or place as may be agreed upon by the parties hereto:
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 and filed with the Secretary of State of the State of Delaware; (b) the Parent shall deliver the Escrow Amount to the Escrow Agent pursuant to Section 1.12 hereof; (c) the Parent shall pay the amounts due and owing pursuant to the Credit Facilities (as set forth in the related payoff letters delivered to the Company); and (d) the Parent shall pay the Estimated Closing Cash Payment and issue and deliver the Equity Consideration to the Paying Agent (for further distribution by the Paying Agent in accordance with the Paying Agent Agreement). 2.03
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto will consummate the following transactions at the Closing in accordance with the payment instructions in a funds flow prepared by Seller and delivered to Purchaser at least two (2) Business Days prior to the Closing Date and agreed in good faith and executed by each of the parties hereto prior to the Closing (the "Funds Flow").
The Closing Transactions. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall deliver to the TPG Shareholders, counterpart signature pages, executed on behalf of Purchaser by any individual who, immediately following the Closing, will be an authorized officer of Purchaser, to (i) the Stockholder Rights Agreement and (ii) the Registration Rights Agreement, in each case, to be effective automatically immediately following the Closing.
The Closing Transactions. 2.1 2.2 Closing. Actions on the Closing Date.
