Actions at the Closing Sample Clauses
POPULAR SAMPLE Copied 1 times
Actions at the Closing. Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable:
(a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound.
(b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound.
(c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities ...
Actions at the Closing. At the Closing, the Purchaser and the Company (as applicable) shall take or cause to be taken the following actions (“Closing Actions”):
Actions at the Closing. At the Closing:
(i) the Seller shall deliver (or cause to be delivered) to the Buyer the various certificates, instruments and documents required to be delivered under Section 5.1;
(ii) the Buyer shall deliver (or cause to be delivered) to the Seller the various certificates, instruments and documents required to be delivered under Section 5.2;
(iii) the Seller shall execute and deliver a bill of sale and xxxignment for all of the Acquired Assets in the form attached hereto as Exhibit A (“Bill of Sale”);
(iv) the Seller shall execute and deliver one or more assignments of the Intellectual Property Assets in the form or forms attached hereto as Exhibit B (“IP Assignments”);
(v) the Seller and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets, each in form and substance reasonably satisfactory to Buyer and its legal counsel;
(vi) the Buyer shall execute and deliver to the Seller an Assumption Agreement in substantially the form attached hereto as Exhibit C;
(vii) the Buyer and the Seller shall execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit D;
(viii) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities, each in form and substance reasonably satisfactory to Seller;
(ix) the Seller shall transfer to the Buyer copies of all books and records, files and other data within the possession of the Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer, in a format reasonably acceptable to the Buyer, and without limiting the generality of formats that are reasonably acceptable, books, records, files, and other data that are delivered electronically in WORD, EXCEL or PDF formats, or on paper shall be deemed to be acceptable to the Buyer;
(x) the Buyer shall pay to the Seller the Closing Payment in cash by wire transfer of immediately available funds into an account designated by the Seller;
(xi) the Buyer shall deliver the Estimated Adjustment Payment to the escrow agent by wire transfer of immediately available funds;
(xii) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Asse...
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Parent and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.2;
(b) the Parent and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3;
(c) the Surviving Corporation shall file the Agreement of Merger with the Secretary of State of the State of California;
(d) each of the stockholders of record of the Company immediately prior to the Effective Time (collectively, the “Company Stockholders”) shall deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below);
(e) the Parent shall deliver certificates for the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5;
(f) the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of five individuals, (ii) the resignations of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Closing Date, (iii) evidence of the appointment of five directors to serve immediately upon the Closing Date, four of whom shall have been designated by the Company and one of whom shall have been designated by the Parent, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately upon the Closing Date as shall have been designated by the Company; and
(g) the Parent, Xxxx X. Balbien (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”) and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Buyer the various certificates, instruments and documents referred to in paragraphs (e) through (o) of Section 6.1 below;
(b) the Buyer shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below;
(c) the Buyer shall be entered into the share register of the Company as the owner of the Company Shares sold by the Company Stockholders pursuant to this Agreement;
(d) the Buyer shall deliver to the Stockholders' Representative, for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) in accordance with Section 1.5 below; and
(e) the Buyer, each of the Company Stockholders and the Escrow Agent (as defined therein) shall execute and deliver an Escrow Agreement in substantially the form attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.7 below.
Actions at the Closing. At the Closing, the Parties shall take such actions and execute and deliver such agreements and other instruments and documents as necessary or appropriate to effect the Transactions in accordance with its terms, including without limitation the following:
(a) At the Closing, the Seller Parties shall deliver or cause to be delivered to Capricorn Sub the following:
(i) resolutions unanimously approved by each of the boards of directors and the shareholders of the Seller Parties approving this Agreement, the Related Agreements and the consummation of the Transactions;
(ii) all Purchased Assets will be delivered to Capricorn Sub (or with respect to the PRC Assets, to Capricorn WFOE) by delivery of possession thereto to Capricorn Sub (or with respect to the PRC Assets, to Capricorn WFOE) at the Assigned Facilities or at such other place mutually agreed between Capricorn and the Seller;
(iii) an asset transfer agreement or other legally valid instrument of transfer evidencing the transfer of the Purchased Assets (other than the PRC Assets and the US Assets) to Capricorn Sub in form and substance satisfactory to Capricorn, duly executed by Seller (“Asset Transfer Agreement”);
(iv) a PRC asset transfer agreement evidencing the transfer of the Purchased Assets held by Pisces WFOE (the “PRC Assets”) to Capricorn WFOE in form and reasonably satisfactory to Capricorn, duly executed by Pisces WFOE (“PRC Asset Transfer Agreement”), duly approved by all requisite PRC Governmental Authorities (unless the Seller Parties delivers a legal opinion from its PRC counsel confirming that such transfer does not require the approval of any PRC Governmental Authorities);
(v) a US asset transfer agreement evidencing the transfer of the Purchased Assets (and/or exclusive licenses thereof) held by Pisces US (the “US Assets”) to Capricorn Sub in form and substance satisfactory to Capricorn, duly executed by Pisces US (“US Asset Transfer Agreement”); and
(vi) all other documents, certificates, instruments or writings required to be delivered by the Seller Parties pursuant to this Agreement, including without limitation those documents set forth in Section 7.3 hereof.
(b) At the Closing, Capricorn Sub shall deliver or cause to be delivered:
(i) to Seller, the Net Closing Cash by wire transfer of immediately available funds to an account located in Hong Kong designated in writing by Seller to Capricorn Sub at least five (5) Business Days prior to the Closing;
(ii) to Pisces WFOE, the PRC ...
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Buyer and the Merger Subsidiary the various certificates, instruments and documents referred to in Section 5.2;
(b) the Buyer and the Merger Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3;
(c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger and with the Secretary of State of the State of Washington the Articles of Merger;
(d) the Buyer shall deliver the Initial Cash Consideration (as defined below) and a certificate for the Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Company appointed by the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.7;
(e) the Buyer shall deliver the Special Escrow Cash (as defined below) to an escrow agent (the "Special Escrow Agent") designated by the Indemnification Representatives, in accordance with written instructions delivered to the Buyer not later than three business days prior to the Closing Date, pursuant to Section 1.10(c); and
(f) the Buyer, Lucie Fjeldstad and James Beach (the "Indemnification Representatives") xxx Xxxxx Xxxeet Bxxx xxx Xxxst Company (the "Escrow Agent") shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.10(a).
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.1;
(b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2;
(c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger;
(d) the Buyer or the Surviving Co the Exchange Agent to establish a reserve account for the distribution of certificates representing the Initial Merger Shares to the Company Stockholders in accordance with Sections 1.5(d) and 1.8(a);
(e) the Buyer or the Surviving Corporation shall deliver instructions to the Exchange Agent to distribute certificates representing the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b) and 1.9; and
(f) the Buyer, the Representative and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, and the Buyer shall deliver to the Escrow Agent certificates for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to Section 1.13.
Actions at the Closing. At the Closing: (i) IEP shall issue and deliver to each Contributing Party a certificate or certificates representing the Exchange Units to be received by such Contributing Party pursuant to Section 1.2, or, in the case of any Exchange Units that are held in book-entry form, IEP shall cause such Exchange Units to be transferred to the account designated in writing by such Contributing Party; (ii) each Contributing Party shall deliver to IEP the Contribution Stock it is contributing pursuant to Section 1.1, together with instruments of transfer satisfactory to IEP or, in the case of any Contribution Stock that is held in book-entry form, such Contributing Party shall cause such Contribution Stock to be transferred to the account designated in writing by IEP; (iii) each Contributing Party shall deliver to IEP a statement, meeting the requirements of section 1.1445-2(b)(2) of the Treasury regulations, to the effect that such Contributing Party is not a foreign person; (iv) IEP and Arnos Corp. (the “Lender”) shall enter into an Assignment and Assumption Agreement, in a form reasonably acceptable to IEP and the Lender, for the assignment by Lender, and assumption by Icahn Enterprises Holdings L.P., of all of Lender’s rights and obligations under the Viskase Loan and Security Agreement; (v) pursuant to Section 5.1 of the IEP Registration Rights Agreement, each Contributing Party shall deliver to IEP an executed signature page to the IEP Registration Rights Agreement (the “IEP Registration Rights Joinder”); (vi) IEP shall acknowledge, by signing the IEP Registration Rights Joinder, that, as a result of the Contributing Parties’ delivery of the IEP Registration Rights Joinder, the Contributing Parties shall be and shall be deemed to be each a “Holder” under the IEP Registration Rights Agreement for all purposes thereunder; (vii) IEP shall deliver or cause to be delivered to the Contributing Parties evidence that the NYSE has approved the Exchange Units for listing, subject only to official notice of issuance, in form and substance reasonably acceptable to Contributing Parties; and (viii) Beckton shall cause IEGP to make such contribution to IEP as is necessary for IEGP to maintain a 1% general partnership interest in IEP.
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Buyer, Merger Sub 1 and Merger Sub 2 the various certificates, instruments and documents referred to in Section 6.1;
(b) the Buyer, Merger Sub 1 and Merger Sub 2 shall deliver to the Company the various certificates, instruments and documents referred to in Section 6.2;
(c) each Company Stockholder shall deliver to the Buyer for cancellation a certificate or certificates or an affidavit of book entry positions representing all of such Company Stockholder’s Company Shares;
(d) the Buyer shall cause the Certificate of Merger 1 to be filed with the Secretary of State of the State of Delaware;
(e) the Buyer shall cause the Certificate of Merger 2 to be filed with the Secretary of State of the State of Delaware;
(f) the Buyer shall issue to each Company Stockholder the portion of the Closing Shares (as defined below) allocable to such Company Stockholder, as set forth on the Allocation Schedule and deliver a certificate or evidence of a book-entry position with respect to such Closing Shares to such Company Stockholders; and
(g) the Buyer shall deliver a copy of a resolution approved by the board of directors of the Buyer, authorizing the issuance to each Company Stockholder of the Closing Shares and Holdback Shares, the securities to be issued pursuant to the Consulting Agreement and the securities issuable pursuant to the Milestone Payments. Upon determination of the number of Holdback Shares which such Company Stockholder may ultimately be entitled to Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.