Closing Deliveries and Actions Sample Clauses
The "Closing Deliveries and Actions" clause outlines the specific documents, items, and actions that each party must provide or complete at the closing of a transaction. Typically, this includes the exchange of signed agreements, transfer of funds, delivery of certificates, or other required materials necessary to finalize the deal. By clearly listing these obligations, the clause ensures that all parties fulfill their responsibilities at closing, thereby facilitating a smooth and enforceable completion of the transaction.
Closing Deliveries and Actions. (i) At the Closing, the Selling Stockholder shall (A) provide an instruction letter to the Company’s transfer agent directing the transfer agent to transfer the Shares to one or more accounts designated by the Company, sufficient to convey to the Company good, valid and marketable title in and to the Shares, free and clear of any and all Liens and (B) deliver to the Company a properly completed and duly executed IRS Form W-9 (or other applicable IRS tax form).
(ii) At the Closing, the Company shall (A) deliver to the Selling Stockholder by wire transfer to the account to be designated by the Selling Stockholder (such account to be designated by the Selling Stockholder in writing concurrently with or promptly after the execution and delivery of this Agreement) immediately available funds in U.S. dollars in an amount equal to the Purchase Price and (B) provide an instruction letter to the Company’s transfer agent directing the transfer agent to transfer the Shares to one or more accounts designated by the Company.
Closing Deliveries and Actions. At the Closing, the Selling Stockholder shall deliver, or cause to be delivered, to the Company or as instructed by the Company the stock certificate(s) representing the Shares being sold by the Selling Stockholder, accompanied by duly executed stock powers relating to such Shares, and the Company shall deliver to the Selling Stockholder by wire transfer, in accordance with written instructions to be provided by the Selling Stockholder no later than two business days prior to the Closing, immediately available funds in an amount equal to the Purchase Price.
Closing Deliveries and Actions. The parties acknowledge the following deliveries and other actions at the Closing:
(a) Borrower has delivered or caused to be delivered to Lender a fully executed counterpart of this Agreement, the Note, and the Commitment Fee Warrants and Lender has delivered or caused to be delivered to Borrower a fully executed counterpart to this Agreement;
(b) Borrower has delivered a certificate, executed on behalf of Borrower by the Chief Executive Officer thereof, dated as of the date hereof, certifying the incumbency of each of the officers of Borrower executing this Agreement, and all other documents, instruments or certificates to be executed and delivered by Borrower, and attaching certified copies of (i) the resolutions of a special committee of the Board of Directors of Borrower approving this Agreement, the Warrants, and the other transactions contemplated hereby, (ii) true, complete, and accurate copies of each of (x) the Certificate of Incorporation of Borrower, certified by the Secretary of State of the State of Delaware, and (y) the Bylaws of Borrower, each of which remain in full force and effect, without modification, as of the date of the Closing, and (iii) a certificate of good standing, issued by the Secretary of State of each jurisdiction in which Borrower is qualified to and conducts business, certifying that Borrower is in good standing, as of a recent date prior to the Closing, in each such jurisdiction;
(c) Borrower, Lender and Comerica shall have entered into a Subordination Agreement in form and substance satisfactory to the parties;
(d) Borrower, Lender and GE Capital shall have entered into a Subordination Agreement in form and substance satisfactory to the parties;
(e) Borrower and Lender have delivered a fully executed Amendment to Safeguard Reimbursement Agreement; and
(f) Borrower shall have paid to Lender all professional fees and out-of pocket costs and expenses payable by Lender to third parties in connection with the transactions contemplated hereby and set forth in an invoice delivered to Borrower at least one (1) Business Day prior to the Closing Date.
Closing Deliveries and Actions. At or prior to the Closing, the Selling Stockholders shall deliver, or cause to be delivered, to the Company, or as instructed by the Company: (i) duly executed stock powers or instruction letters relating to the Shares; and (ii) written wire transfer instructions relating to the Company’s payment of the Purchase Price to the Selling Stockholders. At the Closing, the Company shall deliver, or cause to be delivered to the Selling Stockholders, the Purchase Price by wire transfer in immediately available funds in accordance with the Selling Stockholders’ written wire transfer instructions.
Closing Deliveries and Actions. At the Closing the parties hereto shall make the following deliveries and take the following actions.
Closing Deliveries and Actions. (i) At the Closing, the Selling Shareholders shall arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian) of the Shares to an account of the Company at its transfer agent, Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), sufficient to convey to the Company good, valid and marketable title in and to the Shares, free and clear of any and all Liens.
(ii) At the Closing, the Company shall deliver to the Selling Shareholders by wire transfer to the account to be designated by the Selling Shareholders immediately available funds in U.S. dollars in an amount equal to the Purchase Price.
Closing Deliveries and Actions. At or prior to the Closing, each Selling Stockholder shall deliver, or cause to be delivered, to the Company, or as instructed by the Company: (i) duly executed stock powers or instruction letters relating to such Selling Stockholder’s Shares; and (ii) written wire transfer instructions relating to the Company’s payment of the aggregate Purchase Price payable to such Selling Stockholder. At the Closing, the Company shall deliver, or cause to be delivered to each Selling Stockholder, the proceeds set forth opposite such Selling Stockholder’s name on Appendix I under the heading “Proceeds” by wire transfer of immediately available funds in accordance with such Selling Stockholder’s written wire transfer instructions.
Closing Deliveries and Actions. (i) At the Closing, the Selling Stockholder shall arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian) of the Shares to one or more accounts designated by the Company, sufficient to convey to the Company good, valid and marketable title in and to the Shares, free and clear of any and all Liens.
(ii) At the Closing, the Company shall deliver to the Selling Stockholder by wire transfer to the account to be designated by the Selling Stockholder immediately available funds in U.S. dollars in an amount equal to the Purchase Price.
Closing Deliveries and Actions. At the Closing, (i) each Selling Stockholder shall deliver, or cause to be delivered, to the Company or as instructed by the Company the stock certificate(s) representing the Shares being sold by such Selling Stockholder, accompanied by duly executed stock powers relating to such Shares, and (ii) the Company shall deliver to each Selling Stockholder by wire transfer, in accordance with written instructions to be provided by each Selling Stockholder no later than two business days prior to the Closing, immediately available funds in an amount equal to the Purchase Price multiplied by the number of Shares being sold by such Selling Stockholder.
Closing Deliveries and Actions. At each Closing, the Company shall deliver to the Selling Stockholder by wire transfer, in accordance with written instructions to be provided by the Selling Stockholder in immediately available funds in an amount equal to the applicable purchase price as set forth in Section 1(a). Additionally, upon execution of this Agreement the Selling Stockholder shall execute a Leak-Out Agreement (the “Leak-Out Agreement) that shall restrict sales of the Company’s common stock as set forth therein.