Post-Closing Measures Clause Samples

The Post-Closing Measures clause outlines the actions and obligations that parties must fulfill after the completion of a transaction. These measures may include transferring remaining assets, finalizing payments, delivering documents, or addressing any outstanding regulatory requirements. By specifying these post-closing steps, the clause ensures that all necessary follow-up actions are clearly defined and executed, thereby facilitating a smooth transition and reducing the risk of disputes after closing.
Post-Closing Measures. After the Closing, in addition to the other post-Closing actions set forth elsewhere in this Reorganization Agreement, the Parties shall take the following actions: 3.3.1 On the Closing Date, Cnova NV and Cnova Brazil shall sign the relevant entries in Cnova Brazil's book of share transfer (livro de transferência de ações nominativas) to reflect the Cnova Brazil Share Acquisition and Cnova Brazil shall update its book of shares registry (livro de registro de ações nominativas) accordingly. 3.3.2 On the Closing Date, promptly following the Closing, each officer of Cnova Brazil appointed by Cnova NV shall tender his or her resignation from the applicable position in the management of Cnova Brazil. 3.3.3 On the Closing Date, promptly following the Closing, Via Varejo will cause ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to tender his resignation as a director of Cnova NV with immediate effect. 3.3.4 Promptly following the resignations described in Section 3.3.2, Via Varejo, as the sole shareholder of Cnova Brazil, shall hold a general shareholders meeting pursuant to which Via Varejo shall (a) acknowledge the resignation of the officers appointed by Cnova NV and (b) appoint new officers of Cnova Brazil selected by Via Varejo among reputable and experienced professionals (such acknowledgement and appointment, together with the approval described in Section 3.2.3.2, the "Cnova Brazil Post-Closing Resolutions"). 3.3.5 The Parties shall collaborate with Cnova Brazil to ensure proper filing of the Cnova Brazil Post-Closing Resolutions with the Board of Trade of São Paolo, if it is ascertained that any pending items (exigências) exist that could hinder or delay regular, full and effective processing of such filings. This collaboration shall include, but is not limited to, the signature and/or presentation of any and all documents that may be deemed necessary or convenient for completion of such registration. Via Varejo shall provide Cnova NV with copies of the documents that evidence the registration of the Cnova Brazil Post-Closing Resolutions within ten (10) Business Days after the date on which such registration is completed.
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Post-Closing Measures. 7.7.1 Following the Settlement, the Buyer shall be entitled to effect or cause to effect, other than the Merger and Liquidation and the Asset Sale and Liquidation, any other restructuring of the Group for the purpose of achieving an optimal operational, legal, financial and/or fiscal structure in accordance with the Applicable Rules and Dutch Law in general (the "Post-Closing Measures"), some of which may have the effect of diluting the shareholding of any shareholders of the Company other than the Buyer and its Affiliates (the "Minority Shareholders"), including: (a) a sale of all, or substantially all, of the assets and liabilities of the Company to the Buyer or an Affiliate of the Buyer; (b) a subsequent public offer for any Company Shares held by Minority Shareholders; (c) a statutory cross-border or domestic (bilateral or triangular) legal merger (juridische (driehoeks-)fusie) in accordance with section 2:309 et seq of the DCC between the Company, the Buyer and/or any other Affiliate of the Buyer; (d) a statutory legal demerger (juridische splitsing) of the Company in accordance with section 2:334a et seq of the DCC; (e) a contribution of cash and/or assets by the Buyer or by any Affiliate of the Buyer in exchange for shares in the share capital of the Company, in which circumstances the pre-emptive rights (voorkeursrechten), if any, of Minority Shareholders may be excluded; (f) a distribution of proceeds, cash and/or assets to the shareholders of the Company or share buybacks; (g) a sale and transfer of assets and liabilities by the Buyer or any of its Affiliates to any member of the Group, or a sale and transfer of assets and liabilities by any member of the Group to the Buyer or any of its Affiliates; (h) any transaction between the Company and the Buyer or their respective Affiliates on terms that are not at arm's length; (i) any transaction, including a sale and/or transfer of any material asset, between the Company and its Affiliate or between the Company and the Buyer or their respective Affiliates with the objective of using any carry forward tax losses available to the Company, the Buyer or any of their respective Affiliates; (j) any transactions, restructurings, share issuances, procedures and/or proceedings in relation to the Company and/or one or more of its Affiliates required to effect the aforementioned objectives; or (k) any combination of the foregoing. 7.7.2 In the implementation of any Post-Closing Measure, the Parties shall comply ...
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Post-Closing Measures. After Closing having been completed, the Purchaser shall procure that the directors of the Company shall file the relevant documents with the Registrar of Companies in Gibraltar recording the fact that (i) the Purchaser is, as of the Closing Date, the registered as new shareholder of the Company and, (ii) the composition of the board of directors of the Company has changed providing such details of the resignations and new appointments to the board as well as such other details required by Gibraltar law.
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Related to Post-Closing Measures

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • Post-Closing Obligations (a) Within sixty (60) days following the Restatement Date (or such later date as the Requisite Lenders shall approve; provided, that such date shall automatically be extended if the Credit Parties have been working in good faith to complete the requirements in this Section 5.14(a) during the initial sixty-day period after the Restatement Date), the Credit Parties shall have used commercially reasonable efforts to execute and deliver all documentation reasonably requested by the Requisite Lenders to replace the Administrative Agent and the Collateral Agent with Fortress Credit Corp. (or an Affiliate thereof), including, without limitation, (i) all necessary amendments and bring-down schedules to the Collateral Documents and (ii) reasonable amendments to the operating agreements of the Credit Parties that are limited liability companies, in each case, in form and substance reasonably satisfactory to the Requisite Lenders. (b) Within thirty (30) days following the Restatement Date (or such later date as the Requisite Lenders shall approve), the Credit Parties shall have used commercially reasonable efforts to deliver satisfactory evidence to the Requisite Lenders that all tax Liens against the Credit Parties as of the Restatement Date have been released in full. (c) Within forty-five (45) days (or such later date as the Requisite Lenders shall approve) following receipt by the Borrower of a written statement signed by the Collateral Agent (or other responsible Person) that provides in respect of each of share certificate number 1 (in respect of 100 ordinary shares) and share certificate number 2 (in respect of 127 ordinary shares) held by PB Global Acquisition Corp in PLBY Australia Pty Ltd and share certificate number 9 in respect of 1,000 ordinary shares held by PLBY Australia Pty Ltd in Honey Birdette (Aust.) Pty Ltd and the corresponding executed blank stock transfer forms, (i) that such certificate or other document has been lost or destroyed and has not been pledged, sold, or otherwise disposed of, (ii) if such certificate or other document has been lost, that proper searches have been made, and (iii) if such certificate or other document is found or received by the Collateral Agent, that the Collateral Agent agrees to promptly return such certificate to the Borrower, (A) PLBY Australia Pty Ltd shall deliver to the Collateral Agent a wet-ink signed share certificate number 3 (in respect of 100 ordinary shares) and a wet-ink signed share certificate number 4 (in respect of 127 ordinary shares) held by PB Global Acquisition Corp in PLBY Australia Pty Ltd together with a certified copy of an up-to-date register of members for PLBY Australia Pty Ltd and the corresponding executed blank stock transfer form, and (B) Honey Birdette (Aust.) Pty Ltd shall deliver to the Collateral Agent, a wet-ink signed share certificate number 10 in respect of 1,000 ordinary shares held by PLBY Australia Pty Ltd in Honey Birdette (Aust.) Pty Ltd together with a certified copy of an up-to-date register of members for Honey Birdette (Aust.) Pty Ltd and the corresponding executed blank stock transfer form.