Closing and Deliveries Clause Samples

Closing and Deliveries. 11 3.1. Closing 11 3.2. Seller’s Deliveries 11 3.3. Buyer’s Deliveries 12

Closing and Deliveries. 10 3.1 Closing.....................................................................10 3.2 Seller's Deliveries.........................................................10 3.3 Buyer's Deliveries..........................................................12 3.4

Closing and Deliveries. 29 5.1. Date and Place of Closing......................................................................... 29 5.2. Deliveries at Closing by the Shareholders......................................................... 29 5.3.

Closing and Deliveries. 18 3.1 Closing.......................................................................................................18 3.2 Deliveries by Seller....................................................................................19

Closing and Deliveries. Subject to the terms and conditions set forth herein, The transfers and deliveries to be made pursuant to this Agreement shall take place at the offices of ▇▇▇▇▇ & Tetelman, LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on March 15, 2000 (the "Closing"), or on such other date and at such other place as may be agreed to by the parties. All proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed. (A) At Closing, the Seller shall deliver to Purchaser the following documents : (i) the certificates representing the Shares, together with stock powers duly executed in blank; (ii) the effective written resignations of each of the directors and officers of Seller; (iii) the minute books of Seller, including their corporate seals, unissued stock certificates, stock registers, Certificates of Incorporation, bylaws and corporate minutes; (iv) the Seller shall issue to Purchaser and deliver to ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP a certificate representing the Escrow Shares (as defined below); (v) an original Registration Rights Agreement; (vi) certificates issued by the Secretary of State or other similar appropriate governmental department, as to the good standing of Seller; (vii) the books, records, files and remaining assets of Seller; (viii) such other documents as Purchaser may reasonably request (including resignation of ▇▇▇▇▇ ▇▇▇▇ as a director and officer and change of bank account signatory authority as may be directed by Purchaser); (ix) a certificate of an officer of Seller as to certain of the representations and warranties set forth in Section 4 hereof (as Purchaser may request), being true and correct on the date of Closing and such other matters as Purchaser may reasonably request; (B) At Closing, Purchaser shall deliver to Seller the following documents from Purchaser: (i) the Note; (ii) a counterpart of the Registration Rights Agreement; (iii) such other documents and instruments as the Seller may reasonably request.

Closing and Deliveries. Subject to the satisfaction or waiver of all of the conditions set forth in Article 7, the Closing shall take place as promptly as practicable after the expiration of the Offer, or on such later date and time as may be mutually agreed by the parties within five Business Days after the last to occur of satisfaction or waiver of the respective conditions set forth in Article 7. Such Closing shall occur at the offices of Sidley & Austin, One ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place and time as Investor and the Company agree in writing.

Closing and Deliveries. The Closing. The closing (the "Closing") of the transactions contemplated hereunder shall take place simultaneously with the execution of this Agreement at such place as the Parties hereto may agree, provided, however, time is of the essence and the Closing shall not be later than ten (10) days from the date of this Agreement.

Closing and Deliveries. 3.1 Closing 3.2 Deliveries by Seller and the Company 3.3 Deliveries by Buyer

Closing and Deliveries. (a) The closing of the Transactions (the “Closing”) shall take place simultaneously with the execution of this Agreement on the date hereof (“Closing Date”) at ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 18th Floor, One Exchange Square, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or in such other manner, place, time or date as may be mutually agreed upon in writing by the Company and the Investor. (b) At the Closing, the Investor shall deliver or cause to be delivered to the Company the following: (i) the Registration Rights Agreement by and between the Company and the Investor (the “Registration Rights Agreement”) duly executed by the Investor; and (ii) the Purchase Price, by wire transfer of immediately available funds in accordance with written instructions set forth on Schedule 2.2(b)(iii) hereto. (c) At the Closing, the Company shall deliver or cause to be delivered to the Investor the following: (i) an email to the Company Registrar (copying the Investor) with instructions to the Company Registrar to update the register of members of the Company to reflect the Investor’s ownership of the Shares; (ii) evidence from the Company Registrar of the issuance of the Shares in the name of the Investor on the register of members of the Company (which may be delivered by way of electronic mail), which shall be subject to the legends contemplated in Section 5.2(c); and (iii) the Registration Rights Agreement duly executed by the Company.