Closing of the Merger; Closing Deliverables Sample Clauses

The "Closing of the Merger; Closing Deliverables" clause defines the procedures and requirements that must be fulfilled for the official completion of a merger transaction. It typically outlines the specific documents, approvals, and actions each party must provide or perform at the closing meeting, such as delivering executed agreements, certificates, or regulatory consents. This clause ensures that all necessary conditions are met and that both parties have exchanged the required deliverables, thereby facilitating a smooth and legally effective transfer of ownership or assets at the closing of the merger.
Closing of the Merger; Closing Deliverables. The closing of the First Merger (the "Closing") will take place on the date hereof contemporaneously with the parties' execution of this Agreement (the "Closing Date") at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. At the Closing:
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Closing of the Merger; Closing Deliverables. Effect of the Merger
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Closing of the Merger; Closing Deliverables. The closing of the Merger (the “Closing”) will take place on October 25, 2006 or on such other date prior to the end of October, 2006 on which the parties may mutually agree (the “Closing Date”) at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. At the Closing: (a) Deliverables of Parent and Merger Sub; Delivery of Merger Consideration at Closing. (i) Parent and Merger Sub shall have executed and delivered to the Company this Agreement. (ii) Parent shall have delivered the initial Merger Consideration (as defined in Section 1.7(a) of this Agreement) in an amount (the “Closing Amount”) equal to $300,000, such Closing Amount consisting, as to 20% thereof, of Cash Consideration, and as to the remaining 80% thereof, of Stock Consideration of that number of common shares of Parent which is equal to 80% of the Closing Amount divided by the average of the high and low trading price of Parent’s common stock on NASDAQ on the Closing Date. (iii) Parent shall have assumed the liabilities reflected in the Company’s Financial Statements referred to in Section 2.6 hereof in an amount up to but not exceeding $335,000. Parent shall assume only those liabilities identified in the Company Asset & Liability Summary (as defined in section 2.6). (iv) The Company shall have received a certificate of good standing for Parent from Industry Canada, dated within a reasonable period prior to Closing.
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Related to Closing of the Merger; Closing Deliverables

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time"). (b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation"). (c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary. (d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Merger Closing At the Merger Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) Boxing shall deliver, or cause to be delivered, to the Acquiror and Newco, the following documents and shall take the following actions: (i) A certificate of the President and Secretary of Boxing certifying to the continuing validity in all respects of the certificates delivered pursuant to Section 2.2(a)(i), (ii), (iii), (iv) and (v) as if such certificates had been delivered, and the statements contained therein made, on the Merger Closing Date with respect to the Merger; (ii) Boxing shall cause to be filed with the Secretary of State of the State of Delaware the Certificate of Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; and (iii) Such other documents and agreements as reasonably requested by Acquiror and Newco to effectively consummate the transactions contemplated under this Agreement. (b) Acquiror and Newco will deliver, or shall cause to be delivered, to Boxing and the Stockholders, the following documents and shall take the following actions: (i) A certificate or certificates representing each Stockholder's allocable portion of the Series C Stock comprising the Merger Consideration; (ii) A certificate executed by an authorized officer of Acquiror certifying to the continuing validity in all respects of the certificates delivered pursuant to Section 2.2(b)(iii), (iv), (v), (vi), (vii), (viii) as if such certificates had been delivered, and the statements contained therein made, on the Merger Closing Date with respect to the Merger; (iii) A certificate shall be executed by an authorized officer of Acquiror attesting to the fact that: (A) the Acquiror Financing has been consummated, Acquiror has received at least 87% of the gross of such financing; and (B) Net Cash On Hand (as defined herein) shall be at least $1,885,000 less any amounts advanced to Boxing or CKP with respect to the Bridge Loan; (iv) Each of the officers and directors of Acquiror shall have tendered their resignation in form and substance satisfactory to Boxing and there shall not be any continuing obligation, financial or otherwise, to such persons except as set forth on Schedule 4.2(o); (v) Acquiror shall pay the Severance Payments (as defined herein); and (vi) Such other documents and agreements as reasonably requested by Boxing or the Stockholders to effectively consummate the transactions contemplated under this Agreement.

  • Purchaser Closing Deliveries No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items with respect to the Property being conveyed at such Closing: 5.3.1 The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser's option an indemnity) pertaining to Purchaser's activity on the Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A countersigned counterpart of the General Assignment. 5.3.6 A countersigned counterpart of the Leases Assignment. 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G. 5.3.8 The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Terminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller). 5.3.9 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser's authority to consummate this transaction.

  • Seller Closing Deliveries No later than one (1) Business Day prior to the Closing Date, each Seller shall, with respect to each Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items: (a) The Deed for such Seller’s Property (including, if applicable, the Deed to be transferred to a Special Purpose Entity in accordance with Section 6.7). (b) A ▇▇▇▇ of Sale in the form attached as Exhibit C for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (c) A General Assignment in the form attached as Exhibit D (the “General Assignment”) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (d) An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (e) A letter in the form attached hereto as Exhibit G prepared by Purchaser and executed by each such Seller, notifying each of the Tenants at the applicable Property of the transfer of the Property to Purchaser (the “Tenant Notice”); (f) A closing statement executed by such Seller. (g) A title affidavit or at such Seller’s option an indemnity, as applicable, in the customary form reasonably acceptable to such Seller to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject such Seller to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (h) A certificate duly executed by each Seller stating that each Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act; provided, however, that if Seller is a disregarded entity for federal income tax purposes, the certificate shall be furnished by the person recognized as the taxpayer for federal income tax purposes; (i) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction; and (j) An updated Rent Roll; (k) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and the ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by the applicable Seller (or such other AIMCO-affiliated entity as Sellers may select); and (l) With respect to the Hibben Ferry I Apartments Property Closing, an assignment of 100% of such Seller’s ownership interests in Hibben Ferry Recreation, Inc., a South Carolina corporation.