Closing Actions and Deliverables Sample Clauses

The "Closing Actions and Deliverables" clause outlines the specific steps, documents, and obligations that must be completed or exchanged by the parties at the conclusion of a transaction or agreement. This typically includes the delivery of signed contracts, payment of any outstanding amounts, transfer of assets, or provision of final reports and certificates. By clearly specifying these requirements, the clause ensures that all parties understand their responsibilities at closing, thereby reducing the risk of misunderstandings or incomplete performance.
Closing Actions and Deliverables. (a) At least five (5) Business Days prior to the Closing Date, DYNS shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer & Trust Company shall be deemed to be acceptable to the Company) and enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging Certificates, if any, representing the Company Shares, and each Company Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, for the portion of the Merger Consideration issuable in respect of such Company Share pursuant to Section 2.1(a)(vii), and on the terms and subject to the other conditions set forth in this Agreement. (b) At least three (3) Business Days prior to the Closing Date, the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, to the Company Stockholders a letter of transmittal in a customary form to be mutually agreed between the Parties (a “Letter of Transmittal”); provided that any representations and warranties made by a Company Stockholder in a Letter of Transmittal shall be limited to authority, title to the applicable Company Shares and absence of Liens on the applicable Company Shares. (c) Prior to the Effective Time, DYNS shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Company Stockholders and for exchange in accordance with this Section 2.6 through the Exchange Agent, evidence of Class A Common Stock in book-entry form representing the portion of the Merger Consideration issuable pursuant to Section 2.1(a)(vii) in exchange for the Company Shares outstanding immediately prior to the Effective Time. All shares in book-entry form representing the portion of the Merger Consideration issuable pursuant to Section 2.1(a)(vii) deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund”. (d) Each Company Stockholder whose Company Shares have been converted into the right to receive a portion of the Merger Consideration pursuant to Section 2.1(a)(vii) shall be entitled to receive the portion of the Merger Consideration to which he, she or it is entitled on the date provided in Section 2.6(e) upon (i) surrender of a Certificate (or affidavit of loss, in lieu thereof, in the form required by the Letter of Transmittal), together ...
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Closing Actions and Deliverables. At the Closing the following shall occur simultaneously: (a) Holdings shall pay (or cause to be paid) the Purchase Price to the account of Mosaic Feeder provided to Holdings pursuant to Section 2.02(c) (or, in the case of an Underlying Interest Election, to an account of the SPV specified by the SPV within five (5) Business Days following the delivery of the Exercise Notice) by wire transfer of immediately available funds; (b) Unless an Underlying Interest Election is made in accordance with Section 2.02(b), upon payment of the Purchase Price to Mosaic Feeder in accordance with Section 2.04(a) above, Mosaic Feeder shall transfer the Class A Interests and Class B Interests held by it to Holdings (or, if applicable, its Holdings Designees), free and clear of all Liens (other than Liens pursuant to the Partnership Agreement or applicable securities Laws), and shall execute and deliver evidence thereof reasonably satisfactory to Holdings (or, if applicable, its Holdings Designees); (c) in the case of an Underlying Interest Election: (i) upon payment of the Purchase Price in accordance with Section 2.04(a) above, the SPV shall transfer the Underlying Interests to Holdings (or, if applicable, its Holdings Designees), free and clear of all Liens (other than Liens pursuant to the organizational documents of the issuer of such Underlying Interests or applicable securities Laws), and shall execute and deliver evidence thereof reasonably satisfactory to Holdings (or, if applicable, its Holdings Designees); and (ii) the SPV shall immediately, after receipt of the Purchase Price, redeem all of the Class A Interests and Class B Interests held by Mosaic Feeder in exchange for a contemporaneous payment to Mosaic Feeder of the Purchase Price by wire transfer of immediately available funds to the account set forth in the Exercise Notice. For the avoidance of doubt, the provisions of Sections 2.04(b) and 2.04(c) shall not occur until such time as the Purchase Price has been paid in full.
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Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following: (a) The Company shall deliver to Parent: (i) The Articles of Merger, duly executed by an authorized officer of the Company; (ii) a certificate, dated as of the Closing Date, signed by an officer of the Company, in form and substance reasonably acceptable to Parent: (A) certifying that each of the conditions set forth in Section 6.01(a) and Section 6.01(b) has been satisfied; (B) attaching and certifying copies of the resolutions or written consents of the sole director of the Company Board and the Company Shareholder, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; (C) certifying the name, title and true signature of each officer of the Company executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (D) attaching a true, correct and complete copy of the Articles of Incorporation of the Company certified by the Secretary of State of the State of Florida, (E) attaching and certifying By-laws of the Company; and (F) attaching a certificate of good standing and legal existence of the Company issued by the Secretary of State of the State of Florida; (iii) A lock-up agreement, substantially in the form attached hereto as Exhibit A-2 (the “Company Lock-Up Agreement”) duly executed by the Company Shareholder; (iv) all approvals, consents and waivers that are listed on Section 3.04 of the Disclosure Schedules; (v) such other documents as Parent may reasonably request for the purpose of evidencing the accuracy of any of the Company’s or the Company Shareholder’s representations and warranties; evidencing the performance by the Company or the Company Shareholder, or the compliance by Company or the Company Shareholder, in each case as applicable, with any covenant or obligation required to be performed or complied with by the Company or the Company Shareholder; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) Parent shall deliver to the Company Shareholder: (i) the Merger Consideration pursuant to Section 2.06(a). (c) Parent shall deliver to the Company: (i) The Articles of Merger, duly executed by an authorized officer of the Merger Sub and Parent; (ii) a certificate, dated the Closing Date,...
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Closing Actions and Deliverables. In connection with any transfer pursuant to this Section 2.5, the First Refusal Seller shall, with respect to herself, himself or itself, or any Person within her, his or its control, take, or cause to be taken, all actions, and do, or cause to be done, all things necessary or advisable to expeditiously consummate and make effective such transfer and any related transactions, including: executing, acknowledging and delivering any purchase agreement, which shall include customary representations and warranties, and any consents, assignments and other documents or instruments reasonably required to consummate the proposed transfer to such proposed purchaser; filing any required applications, reports, returns, filings and other documents or instruments with Governmental Authorities (including in respect of HSR); bearing all of its own costs and expenses incurred in connection with such transfer; and otherwise reasonably cooperating with the purchaser. At the closing, the First Refusal Seller shall deliver to the purchaser the certificates evidencing the Common Shares to be sold by such First Refusal Seller, duly endorsed in blank by the Person(s) in whose name the certificate is issued or accompanied by a duly executed instrument of assignment separate from the certificate, in each case with signature guaranteed, free and clear of any liens or encumbrances, and with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration in cash and/or cash equivalents.
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Closing Actions and Deliverables. (a) At the Closing, the Buyer shall (i) pay the amounts as specified in accordance with Section 2.6 and (ii) deliver a counterpart of each of the Ancillary Agreements, executed by Buyer and any of its Affiliates that is a party thereto. (b) At the Closing, the US Seller shall deliver to Buyer: (i) resignations effective as of the Closing of any director or officer of the Company designated in writing by the Buyer prior to the Closing Date; (ii) instruments of assignment of limited liability company interests, duly executed by the US Seller, transferring to Buyer ownership of the Interests; (iii) evidence of completion of the actions and payments set forth on Schedule 2.10(b)(iii) (the “Pre-Closing Reorganization”) at least one Business Day prior to the Closing Date; and (iv) a counterpart of each of the Ancillary Agreements, executed by each of the US Seller and any of its Subsidiaries that is a party thereto.
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Closing Actions and Deliverables 
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Related to Closing Actions and Deliverables

  • Closing and Deliveries 10 4.1 Closing.......................................................................................10

  • Closing and Delivery The purchase price for the Purchased Units is payable by check or wire transfer payable to the Company or its designee in an amount equal to the applicable purchase price per unit multiplied by the number of Units being purchased by such Subscriber.

  • Closing Actions 7.2.1 On the Closing Date, the Parties shall perform the following actions (the “Closing Actions”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

  • Closing Deliverables (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

  • Tasks and Deliverables A description of and the schedule for each task and deliverable, illustrated by a ▇▇▇▇▇ chart. Start and completion dates for each task, milestone, and deliverable shall be indicated. Must include deliverables specified in SOW-RFP as well as other deliverables that may be proposed by Contractor.