Closing Steps Sample Clauses
The "Closing Steps" clause outlines the specific actions and procedures that must be completed by the parties to finalize a transaction or agreement. This typically includes the exchange of necessary documents, payment of any outstanding amounts, and confirmation that all conditions precedent have been satisfied. By clearly detailing the sequence and requirements for closing, this clause ensures a smooth and coordinated completion of the deal, minimizing misunderstandings and reducing the risk of disputes at the final stage.
Closing Steps. BCLLC distributes, and coveys title to, its interest in the ranches and other non-mining lands to its sole member BGUS as a distribution-in-kind.
Closing Steps. The following actions shall be taken, in the following order:
Closing Steps. Subject to the terms and conditions set forth in this Agreement, at the Closing, the following steps shall occur and shall be deemed to have occurred substantially simultaneously at the Closing:
(a) Pursuant to a contribution, assignment and assumption agreement, and/or such other documentation reasonably necessary under the LLC Agreements, (i) Seller shall contribute, transfer, assign and deliver to Newco all of Seller’s right, title and interest in and to the Acquired LLC Interests, free and clear of all Liens other than Liens established pursuant to the Master Trust Transaction Documents, it being understood that the Indenture Redemption and Discharge will occur as of the Closing, and restrictions on transfer that may be imposed by generally applicable securities Laws, and Newco will accept the Acquired LLC Interests and assume all of Seller’s obligations with respect to the Acquired LLC Interests and the LLC Agreements, (ii) Newco shall be admitted as a substitute member, and the sole member, of each of the Acquired Companies, and (iii) the non-member manager of each of the Acquired Companies shall be removed.
(b) Pursuant to a ▇▇▇▇ of sale, and an assignment and assumption agreement, Parent and Seller shall contribute, transfer, assign and deliver to Newco (such contribution, transfer, assignment and delivery if from Parent, to be made first to Seller) all of Parent’s and Seller’s right, title and interest in and to the Parent Transferred Assets free and clear of all Liens (other than Permitted Liens), and Newco shall accept and assume, and agree to pay and discharge when due, all of the Parent Assumed Liabilities.
(c) If there is a Property Transfer, Property Seller shall sell, transfer and assign and deliver to Newco, and Newco shall acquire from Property Seller, the Property (as defined in the Property Transfer Agreement), in each case in accordance with the Property Transfer Agreement.
(d) Pursuant to a contribution, assignment and assumption agreement, and/or such other documentation reasonably necessary under the Organizational Documents of Newco, Buyer shall purchase from Seller, and Seller shall sell, transfer, assign and deliver to Buyer, all of Seller’s right, title and interest in and to all of the Newco LLC Interests, free and clear of all Liens other than restrictions on transfer that may be imposed by generally applicable securities Laws.
(e) If not delivered prior to the Closing, Parent and Seller shall cause the Acquired Companies to d...
Closing Steps. Each of the Parties shall, and shall cause its controlled Affiliates to, take all actions necessary to complete the Transactions in the order and subject to the conditions set forth below (each such step leading to the Closing, a “Closing Step”).
(a) On the fourth Business Day following the date on which the conditions set forth in Article 8 have been satisfied (other than those conditions that by their nature are to be satisfied at such Closing Step, but subject to the satisfaction or waiver of those conditions), but in no event prior to the Unconditional Date (as defined in the YFAI Equity Transfer Agreement), the Closing of the Transfer of the Equity Interest (each such term, as defined in the YFAI Equity Transfer Agreement) shall take place at the offices of Yanfeng at ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, the P.R.C. as set forth in the YFAI Equity Transfer Agreement ( the “YFAI Closing” and, the date on which the YFAI Closing occurs, the “YFAI Closing Date”). Concurrently with the YFAI Closing, Yanfeng, Adient HK (or a relevant Affiliate thereof) and ▇.▇. ▇▇▇▇▇▇ shall enter into the Escrow Agreement (as defined in the YFAI Equity Transfer Agreement) and Yanfeng shall deposit no less than the RMB equivalent (at the exchange rate and with any necessary foreign exchange gross-up adjustments as specified in the Escrow Agreement) of the YFAI Equity Interest Purchase Price (less any amount required to be withheld for tax purposes as determined pursuant to Section 7.1 hereof) into the escrow account on the terms and subject to the conditions set forth in the Escrow Agreement.
(b) As promptly as possible following the YFAI Closing Date and in any event within two (2) Business Days after the completion of the steps set forth in Annex A-1 and Annex A-2 hereto (other than any steps set forth in Annex A-1 and Annex A-2 which relate to the payment or settlement of any relevant taxes, to the extent the payment or settlement of such taxes is not a prerequisite to Yanfeng’s and/or AYM’s ability to pay the YFAI Equity Interest Purchase Price and the Mechanism IP Purchase Price, respectively, in accordance with this Section 3.2(b)), each of the following Closing steps shall be taken on the same Business Day:
(i) Yanfeng shall pay to Adient HK the YFAI Equity Interest Purchase Price (less any amount required to be withheld for tax purposes as determined pursuant to Section 7.1 hereof) as set forth in the YFAI Equity Transfer Agreement and the Escrow Agreement (the “YFAI Payme...
Closing Steps. Each of the Parties shall, and shall cause its controlled Affiliates to, take all actions reasonably necessary to complete the Transactions in the order and subject to the conditions set forth below (each such step, a “Closing Step”).
Closing Steps a) EVERMIND and ▇▇▇▇ execute MOA.
b) EVERMIND and KEGS negotiate Definitive Agreements and potential Collaboration Agreements, if applicable.
c) KEGS makes equity investment in EVERMIND (investment may be in tranches)
d) EVERMIND commercializes products and begins revenue generation early Q2 2023.
e) Board of ▇▇▇▇ declares a dividend as to the acquired EVERMIND shares to the shareholders of KEGS as of a certain record date.
f) EVERMIND retains auditor and begins audit.
g) EVERMIND retains SEC attorney and begins legal work to prepare an S-1 Registration Statement with SEC (the SEC requires this for the dividend distribution of the EVERMIND stock to KEGS shareholders).
h) Once the audited financial statements are completed, EVERMIND files S-1 with the SEC.
i) During the SEC review process, which is normally about 60-75 days, arrangements with FINRA are made to secure a trading symbol for EVERMIND, among other necessary administrative matters.
j) The SEC approves the S-1 and KEGS distributes all EVERMIND shares to its shareholders in a manner mutually agreed upon by the Parties.
Closing Steps. The SLBC Purchaser launches a tender offer to acquire all of the remaining shares in the capital of SLBC.
Closing Steps. (a) On the Closing Date, the following steps shall be taken in the order set out below:
(i) each of the Buyer and the Sellers shall instruct the Notary to execute the Notarial Deed of Transfer in the form attached in Exhibit D;
(ii) immediately thereafter, the representatives of the Notary shall execute the Notarial Deed of Transfer on the basis of the powers of attorney;
(iii) the Notary shall update the original shareholders’ register of the Company; and
(iv) the Notary shall update the trade register of the Netherlands Chamber of Commerce in relation to the transfer of the Purchased Interest, the resignation of the current directors of the Company and the appointment of the new directors of the Company.
(b) The Notary is a civil law notary of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ LLP the firm of the external legal advisors of, amongst others, the Company and Monredo. Buyer hereby acknowledges that it is aware of the relevant provisions of the Ordinance Interdisciplinary Cooperation (Verordening Interdisciplinaire Samenwerking) and the articles 19 through 22 of the Professional Code of Conduct (Verordening Beroeps- en Gedragsregels) of the Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie). Buyer hereby acknowledges and agrees that the Notary may advise and act on behalf of the Company and Monredo with respect to this Agreement, and any agreements and/or any disputes related to or resulting from this Agreement.
Closing Steps. (a) On the Closing Date, the Investors shall cause their respective Acquired Entities or applicable Affiliates to give effect to the Transactions set forth on Section 2.5 of Schedule A.
(b) Immediately following the Closing, the authorized, issued and outstanding Common Stock of the Company shall be as set forth in the pro forma capitalization table attached hereto as Schedule 2.5(m) as the same may be updated at the Closing to account for any rollover investment by management stockholders of any Acquired Entity (a “Rollover Shareholder”) which shall dilute the Investors on a pro-rata basis.
Closing Steps. All proposed transaction steps outlined in Schedule 2.6(c) have been completed to the satisfaction of the Vendor, acting reasonably.