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 “Closing Transactions” on the Closing Date: (i) The authorizing resolutions of each Party for the Modification Agreement, this Agreement, the other documents related thereto and the transactions contemplated therein; (ii) The execution and delivery by the Parties of the Modification Agreement, including the Amended and Restated Secured Promissory Note and other documents related thereto (collectively, the “Modification Documents”); (iii) The execution and delivery by the Seller Parties of a bill of sale and assignment and assumption agreement for the relevant Purchased Assets, in the form attached to Exhibit A (the “Bill of Sale/Assignment Agreement”); (iv) The execution and delivery by the Parties of a patent assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit B (the “Patent Assignment”); (v) The execution and delivery by the Parties of a trademark assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit C (the “Trademark Assignment”); (vi) The execution and delivery by the Parties of an intellectual property assignment agreement for the relevant Purchased Assets, in the form attached to Exhibit D (the “IP Assignment”); (vii) The execution and delivery by the Seller Parties of a limited power of attorney to facilitate the sale, conveyance, assignment, transfer and delivery to Buyer of the Purchased Assets, in the form attached to Exhibit E (the “Power of Attorney”); (viii) The execution and delivery of the Eyce Agreement Amendment by the parties thereto, in the form attached to Exhibit F; (ix) The execution and delivery of the DaVinci Agreement Amendment by the parties thereto, in the form attached to Exhibit G; (x) The execution and delivery of the License Termination by ▇▇▇▇ and Warehouse, in the form attached to Exhibit H; (xi) The execution and delivery of the Termination Agreement by Warehouse, ▇▇▇▇ Brands, LLC, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, in the form attached to Exhibit I; and (xii) The execution and delivery of such other instruments of sale, transfer, assignment, conveyance and delivery, warranty assignments of leases, assignments, and all other instruments of conveyance which are necessary or desirable to effect the transfer to Buyer of good and marketable title to the Purchased Assets (free and clear of all Liens), it being understood that all of the foregoing shall be reasonably sa...

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 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. 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. 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. 9 ARTICLE III

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale; (b) Each of the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement; (c) The Buyer shall deliver to the Seller a cashiers check or wire transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereof; (d) Each of the parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties (as defined in the Management Services Agreement), and the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Lease.

Closing Transactions. (a) Seller shall execute and deliver, or cause to be delivered, to Purchaser at Closing: (i) an assignment of Seller’s Interest, free and clear of all Encumbrances, in form satisfactory to Purchaser; (ii) evidence satisfactory to Purchaser that Seller has obtained the consents set forth in Section 1.4(a)(ii) of the Seller Disclosure Schedules and that such consents do not alter in any material respect the terms of the Company’s obligations under the related Permits or Contracts under which such consent is sought; (iii) resignations of Seller’s representatives on the Management Committee of the Company or serving as officers of the Company, to be effective upon the Closing; (iv) an officer’s certificate or other evidence reasonably satisfactory to Seller that all waiting periods under the HSR Act have expired; (v) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and (vi) each of the other certificates and other documents contemplated to be delivered by Seller to Purchaser under Article VII. (b) Purchaser shall execute and deliver, or cause to be delivered, to Seller at Closing: (i) by wire transfer of immediately available funds to an account designated by Seller in writing to Purchaser at least two (2) Business Days prior to the Closing, the Closing Purchase Price; (ii) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and (iii) each of the other certificates and other documents contemplated to be delivered by Purchaser to Seller under Article VII.