Closing Transactions Clause Samples

Closing Transactions. The term "Closing Transactions" shall have the meaning set forth in Section 2.4.

Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: -------------------- (i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser; (ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities; (iii) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing; (iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds; (v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds; (vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9 (a) by wire transfer of immediately available funds; and (vii) the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents an...

Closing Transactions. All documents and other instruments required to be delivered at the Closing shall be regarded as having been delivered simultaneously, and no document or other instrument shall be regarded as having been delivered until all have been delivered.

Closing Transactions. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, the following documents and shall take the following actions: (i) Certificates, if any, representing all of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acq...

Closing Transactions. At the Initial Closing: (a) With respect to the Assignable Sites, the Verizon Contributors holding such Assignable Sites shall contribute, convey, assign, transfer and deliver to the applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such Verizon Contributors, all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites, the related Collocation Agreements and all Post-Closing Liabilities with respect to such Assignable Sites, and the Verizon Contributors shall retain responsibility for all Excluded Liabilities and Pre-Closing Liabilities; (b) Subject to the adjustments and prorations described in Section 2.8, Acquiror shall pay to Verizon the Consideration in immediately available funds. Such funds shall be delivered by wire transfer to an account designated by Verizon (on behalf of the Verizon Contributors, their Affiliates and the Verizon Lessors) by written notice to Acquiror delivered not later than three Business Days prior to the Initial Closing Date; (c) With respect to the Lease Sites, the applicable Verizon Lessor holding such Lease Sites shall Lease to the Tower Operator the Included Property of such Lease Sites, transfer and assign to the Tower Operator all Collocation Agreements related to such Lease Sites and assign and delegate to the Tower Operator, and the Tower Operator shall accept and assume, all Post-Closing Liabilities with respect to such Lease Sites, in each case, by the execution and delivery of, and subject to, the Tower Operator General Assignment and Assumption Agreement and the MPL, and the Verizon Lessor shall retain responsibility for all related Excluded Liabilities and Pre-Closing Liabilities; (d) The applicable Verizon Parties shall sell, convey, assign, transfer and deliver to Acquiror (or one of its Affiliates designated by Acquiror) all of the issued and outstanding limited liability company membership interests in the Sale Site Subsidiaries (collectively, the “Sale Site Subsidiary Interests”) free and clear of all Liens, and Acquiror shall purchase, acquire and assume the Sale Site Subsidiary Interests from the applicable Verizon Parties. Each of the applicable Verizon Parties and Acquiror shall execute and deliver an assignment and assumption agreement, substantially in the form of Exhibit J (the “Membership Interest Assignment and Assumption Agreement”) pursuant to which the Sale Site Subsidiary Interests of the Veri...

Closing Transactions. The following transactions and deliveries shall occur at the Closing: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form of quitclaim deed (the “Deed”) pursuant to Art. 9, Title 5- A of the Public Authorities Law, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to the Title Company at the Closing for recordation; (b) A TP-584 form and RP-5217 form pertaining to the Deed, signed by SELLER; (c) A certificate of non-foreign status, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements of the transaction described herein, signed by Seller (the “Settlement Statement”); (e) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to the Subject Property or the state of title thereto; (f) Certified resolution(s) of SELLER authorizing the conveyance of the Subject Property to PURCHASER; (g) Any and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and (i) the Purchase Money Mortgage.

Closing Transactions. At the Closing, the Parties will cause the following actions and transactions to be taken or completed in the following order on the terms and subject to the conditions of this Agreement: (a) Class A Shares held by GX Public Shareholders who duly elect to redeem their Class A Shares pursuant to the Redemption Right will be redeemed and cancelled and such GX Public Shareholders will cease to have any rights as shareholders of GX other than the right to be paid the redemption amount of their Class A Shares in accordance with the GX Charter (each such share, a “Redemption Share”). (b) Any Forfeited Shares (as defined in the GX Support Agreement) will be forfeited pursuant to the terms of the GX Support Agreement and will not remain outstanding. (c) The Company will deposit (or cause to be deposited) with the Exchange Agent the Company Common Shares issuable pursuant to this Agreement. (d) The First Merger Effective Time will occur. (e) Immediately following the First Merger Effective Time, pursuant to the Exchange, the Company will purchase each First Merger Class A Share not held by the Company from the holder thereof in exchange for a number of new Company Common Shares equal to the Exchange Ratio, as described in Section 2.1(b) (such time, the “Exchange Time”). (f) At the Exchange Time, and in connection with the First Merger, the Company will assume the GX Warrant Agreement and each GX Warrant that is issued and outstanding immediately prior to the Exchange Time will, pursuant to and in accordance with the terms of the GX Warrant Agreement and without any action on the part of its holder, be converted into a warrant to acquire a number of Company Common Shares as determined pursuant to Section 2.1(b)(ii) (each such warrant, a “Former GX Company Warrant”). (g) Immediately following the Exchange Time, the Company will contribute all of the First Merger Class A Shares to Intermediate Holdco in exchange for a number of additional shares in Intermediate Holdco to be determined by the Company and Intermediate Holdco (the “Contribution” and such time, the “Contribution Time”). (h) Immediately following the Contribution Time, the Second Merger Effective Time will occur. (i) Immediately following the Second Merger Effective Time, each of the Company and the Second Merger Surviving Company will effectuate the applicable Reverse Stock Split.

Closing Transactions. 9 ARTICLE III

Closing Transactions. On the Closing Date, the Parties shall consummate the following (all of which, when consummated on the Closing Date, shall be deemed to have been consummated simultaneously): (i) The Buyer shall deliver an amount equal to the Purchase Price. (ii) The Buyer and Geeknet shall duly execute and deliver to the Seller each Transaction Document (other than this Agreement) to which Buyer or Geeknet, as applicable, is a party. (iii) Geeknet shall issue to JS a number of restricted stock units with respect to shares of Geeknet common stock, par value $0.001 per share (“Geeknet RSUs”) equal to $250,000 divided by the NASDAQ closing price of Geeknet’s common stock on the Closing Date (with any fractional amount paid in cash) and that shall be governed by the terms of the JS RSU Agreement. (iv) Geeknet shall issue to JS a number of stock options with respect to shares of Geeknet common stock, par value $0.001 per share (“Geeknet Stock Options”) with an aggregate grant date value of $250,000 (determined based on the Black-Scholes valuation model as measured on the date of grant, and as otherwise determined in a manner consistent with the methodology used by Geeknet in its most recent financial statements) (with any fractional amount paid in cash) and that shall be governed by the terms of the JS Stock Options Agreement. (v) The Seller shall deliver to the Buyer each of the following: A. all of the Purchased Assets; B. a certificate of good standing for the Seller; C. an Assignment and Assumption and ▇▇▇▇ of Sale, duly executed by the Seller, in the form attached to this Agreement as Exhibit A; (1) a duly executed certificate of non-foreign status, dated as of the Closing Date, substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) and (2) a properly completed and duly executed Colorado Form DR 1083, dated as of the Closing Date (or other proof, satisfactory to Buyer, to the effect that the transactions contemplated herein are exempt from withholding pursuant to Colo. Rev. Stat. § 39-22-604.5); E. to the extent not received prior to the date hereof, a consent, release and amendment agreement, in a form satisfactory to the Buyer, duly executed by Seller and each third Person listed on Schedule 2.6(b)(v)(E) of the Disclosure Schedules; F. the JS Employment Agreement, JS RSU Agreement and JS Stock Options Agreement, each duly executed by JS; G. employment letter agreements, in form satisfactory to Buyer, duly ex...