At the Closing Clause Samples

At the Closing. (i) Echo shall, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and cl...

At the Closing. The Sellers shall deliver or cause to be delivered to the Buyer the following:

At the Closing. (i) the Company and the Sellers shall deliver to the Buyer the following certificates, instruments and documents: (A) an executed counterpart of the Escrow Agreement executed by the Escrow Agent and the Seller Representative; (B) an executed counterpart of the Registration Rights Agreement executed by the applicable Seller; (C) an executed copy of the Executive Employment Agreement executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇; (D) the Acquired Company Financials; (E) evidence, in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote; (F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and (G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the C...

At the Closing. (i) The Company and the Purchaser shall execute this Agreement, which shall serve as evidence of ownership of the Shares, free from restrictions on transfer except as set forth in this Agreement. Subsequent to the Closing, at a time chosen by the Company in its sole discretion, the Company will issue a stock certificate to the Purchaser to evidence the Shares. (ii) The Purchaser shall deliver to the Company the Purchase Price through the delivery of the signed Notice of Debt Satisfaction in form attached hereto as Exhibit B.

At the Closing. Seller shall deliver to Buyer (together referred to as "Seller's Closing Documents"):

At the Closing. (i) the Seller and the Parent shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1; (ii) the Buyer and DParent shall deliver to the Seller the various certificates, instruments and documents referred to in Section 5.2; (iii) the Seller shall execute and deliver to the Buyer a bill ▇▇ sale in the form attached hereto as EXHIBIT A, a patent assignment in the form attached hereto as EXHIBIT B, a trademark assignment in the form attached hereto as EXHIBIT C and such other instruments of conveyance as the Buyer and DParent may reasonably request and prepare, in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in the form attached hereto as EXHIBIT D and such other instruments as the Seller and the Parent may reasonably request and prepare, in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall pay to the Seller the Closing Payment; (vi) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature; (vii) the Parent and the Buyer shall deliver to each other an executed special value-added reseller purchase agreement, effective as of the Closing (the "VAR Agreement"); (viii) the Parent and the Buyer shall deliver to each other an executed license agreement, effective as of the Closing; (ix) the Seller shall deliver to the Buyer an executed assignment of the Product Resale and Licensing Agreement, made March 1, 1996, between the Seller and Motorola, Inc.; (x) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; and (xi) each of the employees of the Seller listed on SCHEDULE 1.4(b)(xi) attached hereto shall deliver to the Buyer executed an employment agreement in form and substance satisfactory to the Buyer.

At the Closing. At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) stock certificates representing the Purchased Shares, duly endorsed or accompanied by stock powers for transfer to Purchaser, in each case free and clear of all Encumbrances (other than restrictions on the transfer of securities arising under applicable securities Laws and any Encumbrances created by Purchaser); (ii) stock certificates representing the Holdings Shares, the Company Shares and, if certificated, the shares of each Subsidiary of the Company in existence at Closing, in each case free and clear of all Encumbrances (other than restrictions on the transfer of securities arising under applicable securities Laws and any Encumbrances created by Purchaser); (iii) a certificate signed by the Secretary of Seller, dated as of the Closing Date, certifying to: (i) resolutions of the board of directors of Seller approving the sale of the Purchased Shares and the execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions; and (ii) incumbency and signature of the officers of Seller executing this Agreement and any other certificate or document delivered by Seller in connection with this Agreement; (iv) a certificate, dated as of the Closing Date and signed by the President or Chief Financial Officer of Seller, that each of the conditions set forth in Section 6.2(a), Section 6.2(b), Section 6.2(c) and Section 6.2(e) has been satisfied; (v) evidence that the GSO Payoff Amount has been paid in full and that the GSO Release Letters are in full force and effect; and (vi) a certificate or certificates, in compliance with Treasury Regulations Section 1.1445-2(c), certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code, and a statement in compliance with Treasury Regulations Section 1.897-2(h). (vii) letters of resignation in form and substance reasonably acceptable to Purchaser and duly executed by those directors and officers of the Genesis Companies identified on Schedule 2.6(b)(vii); (viii) an amendment to that certain Game Content License Agreement, dated as of February 11, 2015, by and between the Company and Seller (the “Game Content License Agreement”), in the form set forth on Schedule 2.6(b)(viii), duly executed by the Company and Seller; (ix) evidence in form and substance reasonably acceptable to Purchaser that the Company has obtained the third party consents from the Gove...

At the Closing. The Company will deliver to Buyer:

At the Closing. (i) the Escrow Agent shall pay the Cash Amount to the Seller; and (ii) the Buyer shall assume the Assumed Liabilities.