Deliveries and Transactions at the Initial Closing Clause Samples

The 'Deliveries and Transactions at the Initial Closing' clause outlines the specific actions, exchanges, and documentation that must occur when the parties first finalize the transaction. Typically, this includes the transfer of assets, payment of purchase price, delivery of signed agreements, and any required consents or certificates. By clearly specifying these requirements, the clause ensures that all parties fulfill their obligations simultaneously, reducing the risk of misunderstandings or incomplete performance at the closing.
Deliveries and Transactions at the Initial Closing. At the Initial Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 2.2.1. The Company shall deliver to the Investors the following documents or cause the following actions to be completed:
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Deliveries and Transactions at the Initial Closing. At the Initial Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 2.2.1. The Company and the Sellers shall provide the Purchaser with: (a) Duly executed unanimous written resolutions of the shareholders of the Company, substantially in the form attached as hereto as Schedule 2.2.1(a)(i), pursuant to which the shareholders of the Company shall have approved all transactions contemplated hereby and taken all corporate actions related to such transactions, including but not limited to the adoption of the Amended and Restated Articles of Association of the Company in the form attached hereto as Schedule 2.2.1(a)(ii) as of immediately prior to and through the Initial Closing; together with duly completed notices of such resolutions in form and substance ready for filing immediately after the Initial Closing with the Israeli Registrar of Companies. (b) Duly executed resolutions of the Company's Board of Directors, adopted by a unanimous written resolution, substantially in the form attached as Schedule 2.2(b) hereto; (c) Share transfer deeds duly executed by each of the Founder and the Other Shareholders, dated as of the Initial Closing, in the form attached hereto as Schedule ‎2.2.1(c). (d) Duly executed notices of resignation by all of the board members of the Company effective as of the Initial Closing, in the form attached hereto as Schedule ‎2.2.1(d);. (e) A copy, duly certified by an officer of the Company, of the Company’s shareholders register, dated as of the Initial Closing, reflecting the registration by the Company of the transfer, as of the Initial Closing, of the Purchased Shares to the Purchaser, in the form attached hereto as Schedule 2.2.1(e). (f) Validly executed waivers by all existing shareholders of the Company and by any other applicable third party, with respect to any preemptive rights, first refusal rights, anti-dilution rights or similar rights such shareholders or third parties hold in connection with the transactions contemplated herein, pursuant to the governing documents of the Company effective immediately prior to the Initial Closing. (g) A certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing, in the form attached hereto as Schedule 2.2.1(g). (h) An opinion o...
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Related to Deliveries and Transactions at the Initial Closing

  • Deliveries at the Closing At the Closing, (i) Seller will deliver to Purchaser the various agreements, certificates, instruments, and documents referred to in Section 8.1 below; (ii) Purchaser will deliver to Seller the various certificates, instruments, and documents referred to in Section 8.2 below; (iii) Seller, and Intervener, where applicable, will execute, acknowledge (if appropriate), and/or deliver to Purchaser (A) a ▇▇▇▇ of sale substantially in the form attached hereto as Exhibit “A”, (B) a real estate limited warranty deed executed by 1245 Properties in substantially the form attached hereto as Exhibit “F” (C) an assignment of Intellectual Property rights in substantially the forms attached hereto as Exhibit “B”, (D) a counterpart of the shared services agreement in substantially the form attached hereto as Exhibit “C” (the “Shared Services Agreement”), (E) a Seller non-compete and non-solicitation agreement in substantially the form attached hereto as Exhibit “D”, (F) a counterpart to an assignment and assumption agreement in substantially the form attached hereto as Exhibit “E” (the “Assignment and Assumption”), (G) an assignment of each Real Property Lease in substantially the form of Exhibit “O” attached hereto, (H) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (I) such other instruments of sale, transfer, conveyance, and assignment as Purchaser and its counsel reasonably may request, including assignments of all domain names involved; (iv) Purchaser will execute, acknowledge (if appropriate), and deliver to Seller (A) a counterpart of the Assignment and Assumption, (B) a counterpart of the Shared Services Agreement, (C) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (D) such other instruments of assumption as Seller and its counsel reasonably may request; and (v) Purchaser will deliver to Seller the Purchase Price,

  • Transactions at the Closing The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority.

  • Deliveries at Closing At the Closing, the Seller and the Buyer, respectively, will deliver the following documents: (a) The Seller and AUGI will deliver or cause to be delivered to EXTEL and to the Buyer: (i) a copy of the by-laws of the Seller and resolutions adopted by the Seller's Board of Directors and sole stockholder approving the transactions contemplated by this Agreement, certified by the Secretary of the Seller as of the Closing Date; (ii) a copy of the certificate of incorporation of the Seller, with all amendments thereto, together with a long form good standing certificate and tax clearance certificate, certified by the Secretary of State of the Seller's state of incorporation as of a date no later than five (5) days before the Closing Date; (iii) certificate(s) by the Secretaries of the Seller and of AUGI, dated as of the Closing Date, attesting to the authority and verifying the signature of each person who signed this Agreement or any other agreement, instrument or certificate delivered in connection with the transactions contemplated hereby on behalf of the Seller and AUGI, respectively; (iv) all agreements, authorizations, exemptions, waivers and consents of any third persons or entities required to be obtained by the Seller or AUGI hereunder or generally necessary for the consummation by the Seller and AUGI of the transactions contemplated by this Agreement; (v) sufficient, original, executed copies of assignments of patents, trademarks and/or copyrights, in form and substance acceptable to the Buyer, such that there is one original version for each group of patents, trademarks and copyrights; (vi) certificate(s), dated the Closing Date, signed by the chief financial officer of each of the Seller and AUGI that the conditions specified in Section 10.2(a) and (b) hereof have been fulfilled in all respects; (vii) assignment of leases for each Lease; and (viii) such other specific instruments of sale, conveyance, assignment, transfer, and delivery as are required to vest good and marketable title to the Assets in the Buyer. (b) EXTEL and the Buyer will deliver or cause to be delivered to the Seller and to AUGI: (i) a copy of the by-laws of the Buyer and resolutions adopted by the Buyer's Board of Directors and sole stockholder approving the transactions contemplated by this Agreement, certified by the Secretary of the Buyer as of the Closing Date; (ii) a copy of the certificate of incorporation of the Buyer, with all amendments thereto, together with a long form good standing certificate and tax clearance certificate, certified by the Secretary of State of the Buyer's state of incorporation as of a date no later than five (5) days before the Closing Date; (iii) certificate(s) by the Secretaries of EXTEL and of the Buyer, dated as of the Closing Date, attesting to the authority and verifying the signature of each person who signed this Agreement or any other agreement, instrument or certificate delivered in connection with the transactions contemplated hereby on behalf of EXTEL and the Buyer, respectively; (iv) certificate(s), dated the Closing Date, signed by the chief financial officer of each of EXTEL and the Buyer that the conditions specified in Section 10.1(a) and (b) hereof have been fulfilled in all respects; and (v) such other specific instruments of conveyance, assignment, transfer, and delivery as are required to confirm that the Buyer shall have assumed the payment and performance of the Assumed Liabilities and the performance of the Material Contracts.

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions: