ACTIONS TO BE TAKEN ON THE CLOSING DATE Clause Samples

ACTIONS TO BE TAKEN ON THE CLOSING DATE. (a) On the Closing Date, all of the actions required for Closing, including the actions listed below shall be carried out by the relevant Parties. Each action will be conditional upon the occurrence of all of the others, so that if one of these actions is not taken by the relevant Party, each other Party shall be entitled to refuse to proceed with the Closing and shall incur no liability vis-à-vis the other Parties in connection with such refusal, without prejudice to its right to seek and obtain from the defaulting Party any other remedy that may be available under applicable Law. (b) The Sellers’ Agent shall deliver to the Buyer, or ensure the delivery to the Buyer of: (i) the share transfer forms (ordres de mouvement) in favor of the Buyer for all the Sold Securities, duly executed by each Seller, (ii) the tax transfer forms (formulaire cerfa n°2759 DGI) for all the Jupiter Shares, the FJ Sold Shares and the STH Sold Shares, duly executed by each Seller, (iii) the share transfer books (registre des mouvements de titres) and the shareholders’ individual accounts (comptes d’actionnaires) of Jupiter, FJ, STH, Souriau Holding SAS, Souriau SAS and Technocontact SA, (iv) the share transfer forms (ordres de mouvement) in favor of Souriau SAS for the shares held in Technocontact SA by ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share), ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share) duly executed by each of them, (v) the tax transfer forms (formulaire cerfa n°2759 DGI) for the shares held in Technocontact SA by ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share), ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share) duly executed by each of them, (vi) originals of the share loan agreements (prêt de consommation d’action) for the loan of shares of Technocontact SA granted by Souriau SAS to ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share) ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share), (vii) originals of the resignation letters of the corporate officers of the Group Companies identified in Schedule 11 (List of Officers who will resign at Closing) effective as of the Closing Date, substantially in the form set out in Schedule 12 (Managers Resignation letters), (viii) evidence of the express prior written consent of the President of Jupiter to the transfer of the Jupiter Shares; (ix) evidence of the express prior written consent of the President of FJ to the transfer of the FJ Sold Shares; (x) evidence (in the form of certified copies of the relevant minutes) that the transfer of ...
View SourceView Similar (3)
ACTIONS TO BE TAKEN ON THE CLOSING DATE. (a) On the Closing Date, the Company will issue the Subscription Shares (the “Issuance”). The Issuance will be deemed complete after the payment of the Subscription Price, the registry of the Issuance in the stock-ledger of the Company, and the delivery to the Purchaser of a copy of the share certificate representing the Subscription Shares; (b) At the Closing Date, the Company shall deliver to the Purchaser: (i) A copy of the certificate representing the Subscription Shares representing 17,892,248 common shares, issued by the Company in favour of the Purchaser or the Purchaser Subsidiary (at the option of the Purchaser), free of any Encumbrances, other than those set forth in the by-laws of the Company or the Shareholders Agreement, registered in the stock-ledger of the Company and a copy of the stock-ledger of the Company evidencing Purchaser’s title to the Subscription Shares (it being understood that the original certificate will remain with the Company’s corporate records for so long as they remain with legal counsel for the Company, provided that the Company shall deliver the original share certificate to the Purchaser forthwith upon request); and (ii) a certificate of the Legal Representative of the Company, certifying and guaranteeing:
View Source
ACTIONS TO BE TAKEN ON THE CLOSING DATE. (a) On the Closing Date, the Parties will exchange copies of the certificates representing the Purchased Shares and the MVMD Shares (the “Share Transfer”). The Share Transfer will be deemed complete after the exchange of the copies of the respective share certificates, and the registry of the transfers in the stock-ledger of Purchaser and the Company, respectively; (b) On the Closing Date, the Vendors shall deliver to Purchaser: (i) The corresponding Purchased Shares certificates, duly cancelled and a new share certificate in the amount of 26,838,372 common shares, issued by the Company in favour of the Purchaser or the Purchaser Subsidiary at the option of the Purchaser, free of any Encumbrances, other than those set forth in the by-laws of the Company or the Shareholders Agreement, registered in the stock-ledger of the Company and a copy of the stock-ledger of the Company evidencing Purchaser’s title to the Purchased Shares (it being understood that the original certificate will remain with the Company’s corporate records for so long as they remain with legal counsel for the Company, provided that the Company shall deliver the original share certificate to the Purchaser forthwith upon request); and (ii) any other certificate, document, or instrument required by the laws of the Province of Ontario or the laws Canada applicable therein, or the laws of the Republic of Colombia, as may be reasonably requested by either Party. (c) On the Closing Date, Purchaser shall deliver to the Vendors: (i) The corresponding MVMD Shares certificates, representing in the aggregate common shares, issued by MVMD in favour of the respective Vendors, duly endorsed, free of any Encumbrances, however subject to applicable resale restrictions pursuant to applicable securities laws in the jurisdictions of the Vendors and the Purchaser, registered in the stock-ledger of the Purchaser; and (ii) any other certificate, document, or instrument required by the laws of the Province of Ontario or the laws of Canada, as may be reasonably requested by the Vendors. (d) On the Closing Date, the Parties will deliver or exchange, as applicable, duly executed copies of the Transaction Documents.
View Source
ACTIONS TO BE TAKEN ON THE CLOSING DATE. (a) On the Closing Date, the Parties will exchange copies of the certificates representing the Purchased Shares and the MVMD Shares (the “Share Transfer”). The Share Transfer will be deemed complete after the exchange of the copies of the respective share certificates, and the registry of the transfers in the stock-ledger of Purchaser and the Company, respectively; (b) On the Closing Date, the Vendors shall deliver to Purchaser: (i) The corresponding Purchased Shares certificates, duly cancelled and a new share certificate in the amount of 26,838,372 common shares, issued by the Company in favour of the Purchaser or the Purchaser Subsidiary at the option of the Purchaser, free of any Encumbrances, other than those set forth in the by-laws of the Company or the Shareholders Agreement, registered in the stock-ledger of the Company and a copy of the stock-ledger of the Company evidencing Purchaser’s title to the Purchased Shares (it being understood that the original certificate will remain with the Company’s corporate records for so long as they remain with legal counsel for the Company, provided that the Company shall deliver the original share certificate to the Purchaser forthwith upon request); and (ii) any other certificate, document, or instrument required by the laws of the Province of Ontario or the laws Canada applicable therein, or the laws of the Republic of Colombia, as may be reasonably requested by either Party. (c) On the Closing Date, Purchaser shall deliver to the Vendors: (i) The corresponding MVMD Shares certificates, representing in the aggregate common shares, issued by MVMD in favour of the respective Vendors, duly endorsed, free of any Encumbrances, however subject to applicable resale restrictions pursuant to applicable securities laws in the jurisdictions of the Vendors and the Purchaser, registered in the stock-ledger of the Purchaser; and (ii) any other certificate, document, or instrument required by the laws of the Province of Ontario or the laws of Canada, as may be reasonably requested by the Vendors. (d) On the Closing Date, the Parties will deliver or exchange, as applicable, duly executed copies of the Transaction Documents.
View Source

Related to ACTIONS TO BE TAKEN ON THE CLOSING DATE

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Conditions to the Closing Date The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfaction: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.

  • Purchase and Sale of the Sponsor Warrants (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Termination Prior to Closing Notwithstanding the foregoing, the parties will be relieved of the obligation to consummate the Closing and purchase or sell the Assets: (a) By the mutual written consent of the Buyer and the Seller; (b) By the Seller in writing, without liability, if the Buyer (i) fails to perform in any material respect its agreements contained herein required to be performed by it on or prior to the Closing Date, or (ii) materially breaches any of its representations, warranties or covenants contained herein, which in either case is not cured within ten (10) days after the Seller has notified the Buyer of its intent to terminate this Agreement pursuant to this subparagraph; (c) By the Buyer in writing, without liability, if the Seller (i) fails to perform in any material respect its agreements contained herein required to be performed by them on or prior to the Closing Date, or (ii) materially breaches any of its representations, warranties or covenants contained herein, which in either case is not cured within ten (10) days after the Buyer has notified the Seller of its intent to terminate this Agreement pursuant to this subparagraph; (d) Subject to Section 5.5 hereof, by either the Seller or the Buyer in writing, without liability, if there is issued any order, writ, injunction or decree of any court or governmental or regulatory agency binding on the Buyer or the Seller which prohibits or materially restrains the Buyer or the Seller from consummating the transactions contemplated hereby; provided that the Buyer and the Seller have used their reasonable, good faith efforts to have any such order, writ, injunction or decree lifted and the same has not been lifted within sixty (60) days after entry, by any such court or governmental or regulatory agency; (e) By the Buyer in writing, without liability, if Buyer elects to terminate pursuant to Section 6.1 or Section 6.2 hereof; (f) By either the Seller or the Buyer in writing, without liability, if for any reason the Closing has not occurred by March 31, 1999 other than as a result of the breach of this Agreement by the party attempting to terminate this Agreement; (g) By Seller in writing, without liability, upon a "Change of Control" of Buyer (for purposes of this Agreement, a "Change of Control" means (i) the acquisition by any individual, corporation, company, association, joint venture or other entity, of beneficial ownership of 25% or more of the voting securities of the Buyer; or (ii) individuals who, as of the date of this Agreement, constitute the Board of Directors of the Buyer cease for any reason to constitute at least a majority of the Board of Directors of the Buyer; or (iii) the consummation by the Buyer of a reorganization, merger or consolidation, or exchange of shares or sale or other disposition of all or substantially all of the assets of the Buyer, if immediately after giving effect to such transaction the individuals or entities who beneficially own voting securities immediately prior to such transaction beneficially own

  • Change of Control of the Academy Trust 102A) The Secretary of State may at any time by notice in writing, subject to clause 102C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change: