Transactions and Documents at Closing. (a) At the Closing:
Transactions and Documents at Closing. At the Closing:
Transactions and Documents at Closing. Upon signing this Agreement, each Stockholder has surrendered its Exchange Shares, together with an executed stock power, to be held in escrow by Merrill Lynch as representative of the Underwriters until completiox xx xxe Xxxxring. Immediately following the closing of the Offering, Merrill Lynch shall release the Exchange Shares from escrow to the Xxxxxxx xxx xhe Company shall issue and deliver to each Stockholder a certificate for the Shares specified on Annex I. If the Purchase Agreement is terminated or the closing of the Offering does not occur prior to July 31, 2004, Merrill Lynch shall release the Exchange Shares to the Stockholders.
Transactions and Documents at Closing. (a) At the Closing, the Seller shall deliver to Purchaser certificates evidencing the CTSI Shares, duly endorsed in blank or accompanied by duly executed stock transfer powers, and upon such delivery Purchaser shall: (i) pay to the Seller the Purchase Price Cash Component; (ii) deliver to the Seller the Promissory Note; and (iii) deliver to the Seller the Parent Common Stock contemplated by Section 2.04, All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except for any of the same as to which the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing).
Transactions and Documents at Closing. At the Closing, subject to payment of the Purchase Price in accordance with this Agreement, the Shareholders shall: (i) deliver to Buyer the share certificates representing the THL Shares, and (ii) execute and deliver such instruments of transfer for the THL Shares as shall be customary under English law; in each case as necessary to vest in Buyer good and marketable title to the THL Shares, free of all Liens. In addition, the Shareholders shall carry out and comply with the closing procedures and requirements set forth in Schedule 3.1.
Transactions and Documents at Closing. Upon signing this Agreement, each Stockholder has surrendered, or shall deliver an irrevocable instruction to its custodian, as applicable, directing it to deliver, its Exchange Shares, together with an executed stock power, to be held in escrow by Wachovia Bank, N.A. ("Wachovia"), transfer agent for the Company, until completion of the Offering. Immediately following the closing of the Offering, Wachovia shall release the Exchange Shares from escrow to the Company and the Company shall issue and deliver to each Stockholder, or to their custodian, as directed by the applicable Stockholder, a certificate for the Shares specified on Annex I. If the Purchase Agreement is terminated or the closing of the Offering does not occur prior to July 31, 2004, Wachovia shall release the Exchange Shares to the applicable Stockholders or their custodian, if applicable.
Transactions and Documents at Closing. At the Closing, Assignor shall deliver to Assignee the stock certificate representing the Shares, duly endorsed for transfer or accompanied by appropriate stock powers duly executed in blank.
Transactions and Documents at Closing. (a) At the Closing, the Selling Shareholder shall deliver to the Company certificates representing the Shares, duly endorsed for transfer, with all required stock transfer stamps, if any, affixed, and upon such delivery of the Share certificates by the Selling Shareholder, the Company shall pay to the Selling Shareholder the Purchase Price in the manner set forth in Paragraph 1.2 above. All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except for any of the same as to which the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing).
Transactions and Documents at Closing. 2.8.1. At the Closing, NW Corp will convey to NWE Group all of NW Corp’s right, title and interest in and to the Transferred Holdco Assets (and not the Excluded Utility Assets) and the Transferred Interests and in furtherance thereof will deliver to NWE Group a Bill of Transfer and Assignment in substantially the form attached hereto as Exhibit A-1, together with such other deeds, bills of sale, assignments, certificates of title, stock or unit certificates, documents and other instruments of transfer and conveyance as are specified in Section 7 hereof or as NWE Group will reasonably request (collectively, the “Transfer Documents for NWE Group”), and NWE Group will deliver to NW Corp a Master Assumption Agreement in substantially the form attached hereto as Exhibit B-1 pursuant to which NWE Group will assume the Assumed Holdco Liabilities (and not the Excluded Utility Liabilities) together with such other documents and instruments as are specified in Section 8 hereof or as NW Corp will reasonably request (collectively, the “Assumption Documents for NWE Group”).
Transactions and Documents at Closing. (a) At the Closing, the Seller shall deliver to Purchaser certificates evidencing the MSAI Shares, duly endorsed in blank or accompanied by duly executed stock transfer powers, and upon such delivery Purchaser shall: (i) pay to the Seller the Purchase Price Cash Component; (ii) deliver to the Seller the Promissory Note; (iii) deliver to the Seller the Goodwill Purchase Agreement (the "Goodwill Agreement") in the form attached hereto as EXHIBIT ------------------- ------- E, together with the consideration contemplated thereby, including the -- promissory note to be executed in connection therewith (together with the Promissory Note, the "Notes"); and (iv) deliver to the Seller the Parent Common ----- Stock contemplated by Section 2.04 and the Noncompetition Agreement and any other amount payable at Closing thereunder, All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except for any of the same as to which the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing).
