Closing Actions Clause Samples
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Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):
(a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date;
(b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing:
(i) Dr. Nedim Cen as member of the supervisory board of the Company;
(ii) ▇▇. ▇▇▇▇▇▇▇ ▇. Feldt as member of the supervisory board of the Company;
(iii) Mr. Michael El-Hillow as member of the supervisory board of the Company;
(iv) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member of the supervisory board of the Company;
(v) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as member of the supervisory board of the Company; and
(vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ as member of the supervisory board of the Company;
(c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members;
(d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3;
(e) payment by Purchaser of the Purchase Price to the Sellers in cash;
(f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account;
(g) [****] (the “Sellers’ Cash Contribution”)];
(h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account;
(i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account;
(j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account;
(k) delivery by Seller 3 of a fax confirmat...
Closing Actions. At Closing,
(a) the Purchaser shall provide the Sellers with the documentation regarding the release of Sellers Security set forth in Section 7.3;
(b) the relevant Sellers shall provide the Purchaser with the powers of attorney described in Section 7.5;
(c) the Sellers shall deliver to the Purchaser an executed copy of the release documentation in the agreed form in relation to the Facilities Agreement and the related finance documentation (together the “Financing Documents”) issued by UniCredit Bank AG (formerly Bayerische Hypo- und Vereinsbank AG) acting as facility agent and/or as security agent (as applicable) under the Financing Documents, such release documentation to evidence and confirm that, subject only to the transfer to the Purchaser of the TV Sweden Holding Shares, (i) all security interest over the TV Sweden Holding Shares and the shares in SBS TV AB under the Financing Documents and (ii) TV Sweden Holding and SBS TV AB in their capacity as guarantors under the Financing Documents are fully released (subject to any mandatory local law notarization, filing or (de)registration requirements or waiting periods);
(d) the Designated Entity shall sell and assign the P7S1 Receivables to the Purchaser or a Nominated Entity on the basis of the draft transfer agreement attached hereto as Annex 10.2(d), and the Purchaser or the Nominated Entity shall assume the P7S1 Payables, subject to and with effect as per the transfer in rem of all Sold Shares to Purchaser;
(e) the Purchaser shall pay the Total Purchase Price to the Sellers' Account with effect as of the Closing Date;
(f) Seller 1 shall deliver to Purchaser the share certificates representing all Sold SWE Shares, duly endorsed in blank, and deliver to Purchaser the shares registers (aktieböcker) of TV Sweden Holding and Radio Sweden Holding, respectively, in which Purchaser has been entered as owner of the Sold SWE Shares in the share register of each relevant SWE Company (aktiebok);
(g) Seller 2 shall make available to the Purchaser (x) evidence that the Purchaser has been entered as owner of the Sold NOR Shares in the share register of each relevant NOR Company (aksjeeierbok) and shareholder confirmation in accordance with sections 4-10 of the Norwegian Private Limited Companies Act (aksjebevis); and (y) a copy of the minutes of a duly held meeting of the board of directors of Radio Norge authorizing the transfer of the Sold Radio Norge Shares to the Purchaser as contemplated by this Agreement;
(h)...
Closing Actions. On the Closing Days, the Parties shall take the following actions (such action collectively herein also referred to as the “Closing Actions” and each of them a “Closing Action”) in the following order:
7.3.1 On Closing Day I the Parties shall take the following Closing Actions (“Closing Actions I”):
7.3.1.1 Each Party shall submit to the other Parties evidence of the authority of each person executing a document or acting on its behalf regarding any Closing Action; and
7.3.1.2 the Sellers shall provide to the Purchaser evidence of the fulfillment of the Closing Conditions I set forth in Section 6.1.2; and
7.3.1.3 the Purchaser shall deliver to the Sellers written confirmation, such confirmation substantially in the form as set forth in Schedule 7.3.1.3, whether, as of the Closing Day I, the Purchaser is aware of any violation of the Sellers’ Warranties as set forth in Section 9 (it being understood that this statement shall have no effect on the Sellers’ obligations and liabilities and shall not preclude the Covered Persons from taking any action, or enforcing any claim, under the Agreement and that it shall not be used by the Sellers as a defence against any claim of the Covered Persons); and
7.3.1.4 the Sellers shall deliver to the Purchaser a written statement that all representations made in Section 9 are true, correct and complete as of the Closing Day I (regardless of whether the statement in Section 9 refers to the day hereof) or, as the case may be, list any discrepancies as of the Closing Day I; and
7.3.1.5 the Sellers shall deliver to the Purchaser a photocopy of the resolution of the shareholder’s meeting of the Company having taken place prior to or on Closing Day I in which the shareholder’s meeting approves the split of the Shares as stipulated in Sections 2.3 and 2.4; and
7.3.1.6 the Purchaser shall pay the Purchase Price I and the Preliminary Purchase Price II to the Sellers to be credited to the Sellers’ Bank Accounts in compliance with Section 4.4 and submit copies of the relevant transfer instructions to the Sellers and the Sellers shall deliver to the Purchaser the confirmation of due payment as set forth in Section 4.4.
7.3.2 On Closing Day II the Parties shall take the following Closing Actions (“Closing Actions II”):
7.3.2.1 Each Party shall submit to the other Parties evidence of the authority of each person executing a document or acting on its behalf regarding any Closing Action; and
7.3.2.2 the Purchaser shall pay the Purchase Pr...
Closing Actions. On on the fifth (5) Business Day after the last Closing Condition set out in Sections 8.3.2 and 8.3.3 (except for the condition precedent set out in Section 8.3.3(d)) has been satisfied or waived or on such other date as the Parties may agree, the Parties shall undertake and shall procure that the Company undertakes the following actions in the following sequence:
(a) The Company shall enter into a managing director service agreement (Geschäftsführeranstellungsvertrag) with Seller 1 substantially in the form of Exhibit 8.2a) hereto (collectively, the “Employment Agreement”).
(b) Seller 1 shall be appointed as further managing director of the Purchaser.
(c) The Company and Seller 2 have entered into a termination agreement (Aufhebungsvertrag) regarding the employment of Seller 2 with the Company, whereby the employment of Seller 2 terminates on the Closing Date at the latest and Seller 2 has no claims under the employment against the Company other than the continued payment of the usual salary of Seller 2 (under the service agreements entered into by the Company and the Seller 2 prior to the date of this Agreement and disclosed in the Data Room) up to the date when the employment terminates. The Company has revoked the general commercial power of attorney (Prokura) of Seller 2.
(d) The Parties have entered into the Stock Escrow and Pledge Agreement with the Custodian substantially in the form of the draft attached hereto as Exhibit 3.2.2(A).
(e) Purchaser shall have received the Financial Statements.
(f) Purchaser shall pay the Cash Consideration to Sellers Account.
(g) Purchaser shall transfer the Consideration Shares to the offices of the Custodian as set forth in the Stock Escrow and Pledge Agreement with the Custodian.
Closing Actions. At the Closing,
(a) Parent shall pay or cause to be paid:
(i) to each holder of a Share converted into the right to receive the Common Stock Merger Consideration pursuant to Section 2.4(a) in accordance with the Distribution Schedule delivered pursuant to Section 3.2(b)(ii), by wire transfer of immediately available funds to such bank account(s) designated in writing by such Stockholder in its Letter of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount) payable at the Closing in respect of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement); provided that, in each case, such Stockholder submits a letter of transmittal to the Company in the form attached hereto as Exhibit E (a letter of transmittal in such form, a “Letter of Transmittal”), together with Stock Certificate(s) required by this Agreement (which Stock Certificate(s) shall be deemed delivered with respect to any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to the Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof);
(ii) to the Company, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to the Closing, for the benefit of the Eligible Option Holders, the aggregate Option Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount attributable to the Option Merger Consideration, in each case, as set forth in the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merge...
Closing Actions. (i) On the Closing Date the following shall occur in the following order:
(1) the HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the HoldCo Stockholder's equity interest in HoldCo, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions");
(2) the Second HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware;
(3) the Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"); and
(4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware;
(ii) In addition, on the Closing Date the following shall also occur:
(1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and
(2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Consideration.
Closing Actions. On the Closing Date, (i) each Investor shall pay the pro rata portion of the Purchase Price as set forth on the signature pages to this Agreement to the Company, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company shall irrevocably instruct the Company’s transfer agent to deliver to each Investor who has so paid the pro rata Purchase Price one or more stock certificates, evidencing the Shares duly executed on behalf of the Company and registered in the name of the Investor, within three (3) Business Days after the Closing.
Closing Actions. At the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken (for the avoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a ▇▇▇ Spain shareholder):
(I) Closing actions in connection with ▇▇▇ Spain:
(a) Each of the Sellers and the Majority Purchaser shall provide to each other (and also to the Spanish public notary) the public deeds formalizing the powers of attorney that are sufficient to carry out all the actions at Closing.
(b) The Purchasers which are Spanish legal entities shall provide the shareholders’ resolutions approving the transaction in the framework of this Agreement, especially for the purpose of Article 160.f) of the Spanish Capital Corporations Act.
(c) Each of the Sellers which are legal entities shall provide to the Purchasers a copy of their relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents.
(d) The Purchasers shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for the transfer of the ▇▇▇ Spain Interests.
(e) Each of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective ownership of the ▇▇▇ Spain Interests.
(f) Each of the Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) subject to the simultaneous release and termination of the Pledge, the ▇▇▇ Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment of receipt of its applicable portion of the Closing Cash Payment shall be granted.
Closing Actions. 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 to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to the Closing).
Closing Actions. Each of the actions required to be taken pursuant to Section 3.2 or otherwise to effect the transactions contemplated hereby shall have been duly performed and complied with, and the Buyer shall have received satisfactory evidence of any and all such actions.