Subsequent Closing. The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement. (a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser: (i) a joinder to this Agreement as a Drag-Along Seller; (ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser; (iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed; (iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date; (v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and (vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions. (b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers: (i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;
Appears in 2 contracts
Sources: Share Purchase and Contribution Agreement, Share Purchase and Contribution Agreement (Paradigm Ltd.)
Subsequent Closing. The saleOn the terms and subject to the conditions of this Agreement, contribution at the Subsequent Closing, the Company shall issue and transfer sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of the Drag-Along Shares by the Drag-Along Sellers to Purchaser Series B Preferred Stock (the "Subsequent Closing") shall take place at B Shares" and, together with the offices of SkaddenSentinel B Shares, Arps, Slate, the ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇B Shares, the GE B Shares, the Midwest B Shares, the ▇▇▇▇▇ ▇▇▇▇▇B Shares and the Slack B Shares, at 10:00 a.m. the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Subsequent ClosingCompany and Sentinel, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement.
(a) At the Subsequent Closing, each of the Drag-Along Sellers shall who execute and deliver to Purchaser:
(i) the Company a counterpart of this Agreement, a joinder to this the Stockholders Agreement as and a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile joinder to the NotaryRegistration Agreement, that (i) the Drag-Along and purchase Subsequent B Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of Subsequent Notes on the Subsequent Closing Date;
(v) . Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the New Shareholders' Agreement from each Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Drag-Along Sellers; and
(vi) all other previously undelivered documents required to Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be delivered deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of the Drag-Along Sellers, to Purchaser at or prior to Subsequent Purchase and shall be attached hereto on the Subsequent Closing in connection with the TransactionsDate.
(b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers:
(i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;
Appears in 2 contracts
Sources: Preferred Stock and Subordinated Note Purchase Agreement (Castle Dental Centers Inc), Preferred Stock and Subordinated Note Purchase Agreement (Heller Financial Inc)
Subsequent Closing. The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the At each Subsequent Closing, Purchaser undertakes if appropriate, the Buyer shall deliver to implement or at the drag-along provided in the Former Shareholders Agreement.
(a) At the Subsequent Closing, direction of each of the Drag-Along Remaining Sellers shall deliver participating at such Closing, duly executed and properly acknowledged, relating to Purchaserthe Ownership Shares being sold, assigned or transferred at such Closing:
(i) a joinder the Relevant Facility Purchase Price, the Relevant Fuel Purchase Price, the Relevant Unit 2 Purchase Price and amounts due from the Buyer, if any for the Estimated Adjustment pursuant to this Agreement as a Drag-Along SellerSection 2.6(d);
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaseran Assignment and Assumption Agreement;
(iii) a copy certificate from an authorized officer of a confirmation letter from the Buyer, dated such Drag-Along SellerClosing Date, sent by facsimile to the Notaryeffect that the conditions set forth in Sections 6.2(a), that (i6.2(b), 6.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i) the Drag-Along Shares of such Drag-Along Seller and 6.2(l) have been transferred and (ii) the Deed of Issuance may be executedsatisfied;
(iv) a power copy, certified by an authorized officer of attorney in favor the Buyer, of Purchaser resolutions authorizing Purchaser to terminate the Former Shareholders' execution and delivery of this Agreement and all ancillary agreements relating thereto Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and the consummation of the Subsequent Closing Datetransactions contemplated hereby and thereby;
(v) the New Shareholders' Agreement from each a certificate of an authorized officer of the Drag-Along Sellers; andBuyer which shall identify by name and title and bear the signature of the officers of the Buyer authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto;
(vi) all an opinion or opinions from one or more counsel to the Buyer (who shall be reasonably satisfactory to the Remaining Sellers), dated such Closing Date and reasonably satisfactory in form to the Remaining Sellers and their counsel, covering substantially the matters set forth in Schedule 2.12;
(vii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to such Closing Date) issued by the Secretary of State of Delaware;
(viii) a certificate of good standing with respect to the Buyer (dated as of a recent date prior to such Closing Date) issued by the Secretary of State of New Hampshire;
(ix) such other previously undelivered documents agreements, consents, documents, instruments and writings as are reasonably required to be delivered by each of the Drag-Along Sellers, to Purchaser Buyer at or prior to such Closing Date pursuant to this Agreement or the Subsequent Closing Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of assumption as the Remaining Sellers or their counsel may reasonably request in connection with the Transactions.purchase of the Acquired Assets or the transactions contemplated hereby; and
(bx) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers:
(i) the Per Share Amount due to the Drag-Along Sellers extent the Buyer delivered the item specified in Section 2.12(a)(xvi) at the Initial Closing Date, an Easement Agreement executed by the Buyer with respect of to the Drag-Along Shares;Ownership Shares it acquires at such Closing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Connecticut Light & Power Co)
Subsequent Closing. The sale, contribution and transfer completion of the Drag-Along purchase and sale of the Subsequent Shares by the Drag-Along Sellers to Purchaser and Subsequent Warrants (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Meagher & ▇▇▇▇, ▇▇ ▇▇▇ Flom LLP ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇o A▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇California, at 10:00 a.m. a.m., on the third business day following the date on which all of the conditions set forth in Sections 4 and 5 pertaining to the Subsequent Closing (other than those conditions that by their nature can only be fulfilled at the offices Subsequent Closing) shall have been fulfilled or waived by each of Lexence N.V.the parties hereto, ▇▇▇▇▇ Van Anrooystraator at any such other time or place as the Company and Investors may mutually agree (such date, 1076 AD Amsterdam; The Netherlandsthe "Subsequent Closing Date"). In the Subsequent Closing, as soon as possible after the Company may sell Subsequent Shares and Subsequent Warrants to investors ("Subsequent Investors") reasonably acceptable to the Company and the Investors who purchased at least a majority of the Shares and Warrants at the Initial Closing. In view Each Subsequent Investor shall, prior to the filing of preliminary proxy statement pursuant to Section 6.1 below, become a party to this Agreement and the Registration Rights Agreement in the form attached as Exhibit B (the "Registration Rights Agreement") and shall be treated as an Investor for purposes of this Agreement and as a Holder for purposes of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Registration Rights Agreement.
(a) . At the Subsequent Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor and Subsequent Investor a certificate representing the number of Shares and a Warrant to be purchased at such Subsequent Closing by such Investor or Subsequent Investor, against payment of the Drag-Along Sellers shall deliver to Purchaser:
(i) a joinder to this Agreement as a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) for the purchase price therefore by wire transfer to Purchaser of an account designated by the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred Company. The Initial Closing and (ii) the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date;
(v) each may be referred to herein as a "Closing," and together as the New Shareholders' Agreement from each of the Drag-Along Sellers; and
(vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to "Closings." The Initial Closing Date and the Subsequent Closing in connection with Date may be referred to herein as a "Closing Date," and together as the Transactions"Closing Dates.
(b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers:
(i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;"
Appears in 1 contract
Sources: Common Stock and Warrant Purchase Agreement (Niku Corp)
Subsequent Closing. The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement.
(a) At Subject to the Subsequent Closingterms and conditions set forth in this Agreement, each during the thirty (30) Business Day period following the date of this Agreement, Seller shall have the Drag-Along Sellers shall right, but not the obligation, upon written notice to Purchaser, to grant, sell, convey, assign, transfer and deliver to Purchaser:
(i) a joinder , and Purchaser shall have the obligation to this Agreement as a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter purchase and accept from such Drag-Along Seller, sent by facsimile to the Notaryall of Seller’s right, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred title and (ii) the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto interest, as of the Subsequent Closing Date;
, in and to the following (vcollectively, the “Subsequent Closing Assets”): (i) the New Shareholders' Agreement from each of the Drag-Along Sellers; and
(vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing Loans, plus Accrued Interest through the Subsequent Closing Date with respect to such Subsequent Closing Loans, as well as the collateral for the Subsequent Closing Loans and any related escrows, the Loan Documents with respect to such Subsequent Closing Loans and the servicing rights related thereto pursuant to Section 2.6; (ii) any refunds, credits or other receivables, in connection with each case, of, against or relating to Taxes of, or relating to, the Transactions.Subsequent Closing Assets, or the Subsequent Closing Assumed Liabilities (other than Excluded Taxes);
(b) At Subject to the terms and conditions set forth in this Agreement, in the event Seller elects to effect the Subsequent Closing contemplated by Section 2.3(a), at the Subsequent Closing, if any, Purchaser shall deliver assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller to each of be discharged, performed, satisfied or paid after the Drag-Along Sellers:
Subsequent Closing Date with respect to the following (collectively, the “Subsequent Closing Assumed Liabilities”): (i) Subsequent Closing Loans and the Per Share Amount due to the Drag-Along Sellers in respect servicing of the Drag-Along Shares;Subsequent Closing Loans pursuant to Section 2.6: and (ii) liabilities for Taxes of, or relating to, the Subsequent Closing Assets or the Subsequent Closing Assumed Liabilities (other than Excluded Taxes).
Appears in 1 contract
Sources: Purchase and Assumption Agreement (First NBC Bank Holding Co)
Subsequent Closing. The saleAfter such Initial Closing hereunder, contribution if the Closing conditions set forth in Article 7 and transfer Article 8 are subsequently satisfied or waived (except for conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), as applicable, with respect to the purchase and sale of the Drag-Along Shares by the Drag-Along Sellers to Purchaser (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇Assets hereunder, ▇▇ ▇▇▇ ▇▇ ▇then within three (3) Business Days after the date on which all such conditions have been satisfied or waived in such manner, the Parties shall proceed to a second Closing and Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller the ▇▇▇▇▇▇▇ ▇▇▇▇▇-Assets, pursuant to the terms of this Purchase Agreement and the amount of the Closing Date Payment payable at such Closing for the ▇▇▇▇▇▇▇ Assets shall be an amount equal to (v) the Allocation Amount set forth beside the Cushing Assets (other than the Cushing to Drumright Inventory) on Schedule 2.2(f)(i), (w) plus Seller’s estimate of the aggregate amount of all Capital Expenditures attributable to the Cushing Assets (other than the Cushing to Drumright Inventory) between the date hereof and the Closing Date delivered under Section 2.2(c), (x) minus the amount of the Deposit (as prorated by multiplying such amount by a fraction, the numerator of which the Allocation Amount applicable to the Cushing Assets (other than the Cushing to Drumright Inventory) and the denominator of which is the sum total of the Allocation Amounts applicable to the South Houston Assets and the Cushing Assets (other than the Cushing to Drumright Inventory)), (y) plus Buyer’s share of any Real and Personal Property Taxes attributable to the Cushing Assets (other than the Cushing to Drumright Inventory) payable in accordance with Section 11.2, (z) plus the Cushing to Drumright Inventory Price (except the Closing Date with respect to the Cushing Assets will be the date of the sale and assignment of the ▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes Assets from Seller to implement the drag-along provided in the Former Shareholders AgreementBuyer).
(a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser:
(i) a joinder to this Agreement as a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date;
(v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and
(vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions.
(b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers:
(i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;
Appears in 1 contract
Sources: Asset Purchase Agreement (Magellan Midstream Partners Lp)
Subsequent Closing. The saleAt each Subsequent Closing (unless otherwise indicated), contribution if appropriate, the Remaining Sellers participating in such Closing shall deliver the following to the Buyer, duly executed and transfer of properly acknowledged, relating to the Drag-Along Ownership Shares by the Drag-Along Sellers to Purchaser (the "being sold, assigned or transferred at such Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement.
(a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser:
(i) with respect to the Remaining Sellers participating in a joinder to this Agreement as a Drag-Along Sellerparticular Subsequent Closing, Deeds for the Ownership Shares of the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing substantially in the form of Exhibit A(ii) hereto, and any owner's affidavits or similar documents required by the Title Company;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of PurchaserBill ▇▇ Sale;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile if the Undivided Interest is transferred to the NotaryBuyer on the Subsequent Closing Date, that (i) in the Drag-Along Shares case of such Drag-Along Seller have been transferred UI, the Owner Trustee Deed and (ii) Bill ▇▇ Sale, substantially in the Deed form of Issuance may be executedExhibit K hereto;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement an Assignment and all ancillary agreements relating thereto as of the Subsequent Closing DateAssumption Agreement, if appropriate;
(v) a Release of Mortgage Indenture, in such form and with such modifications as may be necessary to meet the New Shareholders' Agreement from each requirements of such Remaining Seller's mortgage, if any;
(vi) the consents, waivers or approvals and all other consents, waivers and approvals necessary for the transfer at such Closing of the Drag-Along SellersOwnership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements;
(vii) a certificate from an authorized officer of each such Remaining Seller, dated the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(i) and 6.1(j) have been satisfied;
(viii) a copy, certified by an authorized officer of each such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby;
(ix) a certificate of an authorized officer of each such Remaining Seller which shall identify by name and title and bear the signature of the officers of such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto;
(x) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller (who shall be reasonably satisfactory to the Buyer), dated the relevant Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering matters relating to such Subsequent Closing substantially as set forth in Schedule 2.11(b)(x);
(xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7;
(xii) such Remaining Seller's FIRPTA Affidavit;
(xiii) a certificate of good standing with respect to each such Remaining Seller, to the extent applicable (dated as of a recent date prior to such Closing Date), issued by the appropriate Secretary of State for each such Remaining Seller;
(xiv) the assets of each such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; and
(vixv) all such other previously undelivered documents agreements, consents, documents, instruments and writings as are reasonably required to be delivered by each of the Drag-Along Sellers, to Purchaser such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Subsequent Closing Buyer or its counsel may reasonably request in connection with the Transactions.
(b) At the Subsequent Closing, Purchaser shall deliver to each sale and transfer of the Drag-Along Sellers:
Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection (ixv) the Per Share Amount due shall not require such Seller to prepare or obtain any surveys relating to the Drag-Along Sellers in respect of the Drag-Along Shares;Real Property.
Appears in 1 contract
Subsequent Closing. The sale(a) In the event that (i) all Required Approvals (as hereinafter defined) of any Governmental Entity having jurisdiction over ▇▇▇▇▇▇ Express Financial Services Corporation, contribution a Utah corporation ("WEX"), have not been obtained and transfer (ii) all other conditions to Closing set forth in Articles VII and VIII hereof in respect of the Drag-Along Shares by Merger and all of the Drag-Along Sellers to Purchaser other Transferred Assets have been fulfilled or waived in accordance with the terms of this Agreement, then the parties hereto agree that the Merger shall be consummated and the Closing shall proceed in respect of all of the Transferred Assets other than the outstanding shares of capital stock of WEX (the "Deferred Assets"), and that a subsequent closing ("Subsequent Closing") in respect of the Deferred Assets take place following the Closing. The Subsequent Closing shall take place at 10:00 a.m., New York City time, on a date (the "Subsequent Closing Date") to be agreed upon by the parties hereto, which shall be no later than the third business day following the date on which all Required Approvals of Governmental Entities having jurisdiction over WEX shall have been obtained, any conditions to the Required Approvals shall have been satisfied and any statutory waiting periods in respect thereof shall have expired, at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ or such other date or place as the parties may agree in writing.
(b) Notwithstanding any other provision of this Agreement, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the if there is to be a Subsequent Closing, Purchaser undertakes to implement then the drag-along provided in the Former Shareholders Agreement.
(a) At the Subsequent Closing, each of the Drag-Along Sellers following shall deliver to Purchaserapply:
(i) a joinder Following the Closing, Holdings (or an Affiliate thereof) shall retain all right, title and interest in and to this Agreement the Deferred Assets and each of Parent, Holdings, Acquiror and Acquiror Sub shall continue to use their best efforts to obtain the Required Approvals as a Drag-Along Sellersoon as practicable;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser $15,500,000 of the Shares duly executed by such Drag-Along Seller Escrowed Funds (the "Retained Escrow Amount") shall remain in favor of Purchaserescrow with the Escrow Agent following the Closing and, except as provided in subsection (d) below, shall be released and delivered to Holdings, together with any interest earned thereon, at the Subsequent Closing;
(iii) a copy After all Required Approvals are obtained, the Subsequent Closing shall occur in accordance with Subsection (a) above and, at the Subsequent Closing, (A) the Escrow Agent shall release and deliver to Acquiror Sub the Deferred Assets, upon which all of a confirmation letter from such Drag-Along SellerHoldings right, sent by facsimile title and interest in and to the NotaryDeferred Assets shall be transferred to Acquiror Sub or, that at the election of Holdings, to Acquiror or such other Affiliate of Acquiror (iother than Acquiror Sub) as may be specified by Acquiror, and (B) the Drag-Along Shares of such Drag-Along Seller have been transferred Escrow Agent shall release and (ii) deliver to Holdings the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and Retained Escrow Amount, together with all ancillary agreements relating thereto as of interest earned thereon through the Subsequent Closing Date;
(viv) It is the New Shareholders' Agreement from each intention of the Drag-Along Sellersparties that, upon the occurrence of a Subsequent Closing, the acquisition of WEX by Acquiror Sub or Acquiror, as the case may be, shall be effective as of the Closing Date for purposes of this Agreement, and the business of WEX shall be run for the benefit of Acquiror Sub or Acquiror, as the case may be, during the period from the Closing Date through and including the Subsequent Closing Date; and
(viv) all During the period from the Closing Date through the Subsequent Closing, WEX will continue to provide to the Business the credit card and other previously undelivered documents required services currently provided to the Business on the terms set forth in the Transition Services Agreement or such other management agreement as may be delivered mutually agreed upon by each the parties hereto and Acquiror shall, and shall cause the Transferred Companies to, provide to WEX such services as are currently provided by ▇▇▇▇▇▇ Express Corporation, a Delaware corporation and the parent company of WEX ("▇▇▇▇▇▇ Express").
(c) During the Drag-Along Sellers, to Purchaser at or prior period from the Closing Date to the Subsequent Closing Date, except as consented to by Acquiror in connection with the Transactions.
(b) At the Subsequent Closingwriting, Purchaser Parent and Holdings shall deliver to each of the Drag-Along Sellerscause WEX:
(i) to conduct its business and operations in the Per Share Amount due ordinary course in substantially the same manner as presently conducted and to use reasonable best efforts to preserve its relationships with customers, suppliers and others having business with WEX;
(ii) provide ▇▇▇▇▇▇ Express and ▇▇▇▇▇▇ Express Canada, Inc. with substantially the same services and on the same terms as it provided to such entities prior to the DragClosing;
(iii) to provide Acquiror Sub with information (financial or otherwise) regarding WEX or its services to the Transferred Companies as may be reasonably requested by Acquiror Sub;
(iv) to take such or omit to take such actions as may be reasonably requested by Acquiror Sub; and
(v) not to take any action that, if taken during the period from the date of this Agreement through the Effective Time without the consent of Acquiror, would constitute a breach of Section 5.1 hereof, assuming for this purpose that the threshold for capital expenditures in Section 5.1 (viii) hereof is $100,000 individually and in the aggregate and "material" in Section 5.1 shall be measured with regard to WEX as a stand-Along Sellers alone entity.
(d) If the Governmental Entities having jurisdiction over WEX (i) notify Holdings and/or Acquiror that a final, nonappealable decision has been made by such Governmental Entities that the Required Approvals will not be granted or (ii) have failed to provide the Requisite Approval on or prior to October 31, 1999, then (i) the Subsequent Closing with respect to the Deferred Assets shall not occur, (ii) Holdings shall retain all right, title and interest in and to the Deferred Assets and (iii) the Retained Escrow Amount, together with any interest earned thereon, shall be released and delivered by the Escrow Agent to Acquiror Sub. All obligations of Parent and Holdings with respect to delivering the Deferred Assets to Acquiror and Acquiror Sub pursuant to this Agreement shall thereafter cease and be null and void, and Holdings shall be free to exercise all rights of ownership over the Drag-Along Shares;Deferred Assets, including the right to freely dispose thereof.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Fah Co Inc)
Subsequent Closing. The saleAt each Subsequent Closing (unless otherwise indicated), contribution if appropriate, the Remaining Sellers participating in such Closing shall deliver the following to the Buyer, duly executed and transfer of properly acknowledged, relating to the Drag-Along Ownership Shares by the Drag-Along Sellers to Purchaser (the "being sold, assigned or transferred at such Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement.
(a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser:
(i) with respect to the Remaining Sellers participating in a joinder to this Agreement as a Drag-Along Sellerparticular Subsequent Closing, Deeds for the Ownership Shares of the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing substantially in the form of Exhibit A(ii) hereto, and any owner's affidavits or similar documents required by the Title Company;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser Bill of the Shares duly executed by such Drag-Along Seller in favor of PurchaserSale;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile if the Undivided I▇▇▇▇est is transferred to the NotaryBuyer on the Subsequent Closing Date, that (i) in the Drag-Along Shares case of such Drag-Along Seller have been transferred UI, the Owner Trustee Deed and (ii) Bill of Sale, substantially in the Deed form of Issuance may be executedExhibit K here▇▇;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement an Assignment and all ancillary agreements relating thereto as of the Subsequent Closing DateAssumption Agreement, if appropriate;
(v) a Release of Mortgage Indenture, in such form and with such modifications as may be necessary to meet the New Shareholders' Agreement from each requirements of such Remaining Seller's mortgage, if any;
(vi) the consents, waivers or approvals and all other consents, waivers and approvals necessary for the transfer at such Closing of the Drag-Along SellersOwnership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements;
(vii) a certificate from an authorized officer of each such Remaining Seller, dated the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(i) and 6.1(j) have been satisfied;
(viii) a copy, certified by an authorized officer of each such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby;
(ix) a certificate of an authorized officer of each such Remaining Seller which shall identify by name and title and bear the signature of the officers of such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto;
(x) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller (who shall be reasonably satisfactory to the Buyer), dated the relevant Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering matters relating to such Subsequent Closing substantially as set forth in Schedule 2.11(b)(x);
(xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7;
(xii) such Remaining Seller's FIRPTA Affidavit;
(xiii) a certificate of good standing with respect to each such Remaining Seller, to the extent applicable (dated as of a recent date prior to such Closing Date), issued by the appropriate Secretary of State for each such Remaining Seller;
(xiv) the assets of each such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; and
(vixv) all such other previously undelivered documents agreements, consents, documents, instruments and writings as are reasonably required to be delivered by each of the Drag-Along Sellers, to Purchaser such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Subsequent Closing Buyer or its counsel may reasonably request in connection with the Transactions.
(b) At the Subsequent Closing, Purchaser shall deliver to each sale and transfer of the Drag-Along Sellers:
Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection (ixv) the Per Share Amount due shall not require such Seller to prepare or obtain any surveys relating to the Drag-Along Sellers in respect of the Drag-Along Shares;Real Property.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Connecticut Light & Power Co)
Subsequent Closing. The saleAs soon as practicable, contribution and transfer but no later than ten (10) Business Days after the end of the DragPost-Along Shares by the Drag-Along Sellers to Purchaser Closing Cure Period (the "“Subsequent Closing Date”), the Parties shall convene a second closing of the transaction contemplated hereby (the “Subsequent Closing"”). The Subsequent Closing shall be conducted in a substantially similar manner as the Initial Closing under Article 11 above, except that the Assets conveyed to Buyer at that time shall consist only of (i) shall take place at the offices Additional Leases (including any Optional Additional Leases which Buyer elects to acquire pursuant to this Section 12.4); and (ii) Leases identified pursuant to Section 11.2.B which were subject to Outstanding Title Defects as of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing, and which were cured to Buyer’s reasonable satisfaction pursuant to Section 5.8. In view of the Subsequent Closing, Purchaser undertakes The Purchase Price shall be an amount equal to implement the drag-along provided in the Former Shareholders Agreement.
(a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser:
(i) a joinder to this Agreement as a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares aggregate Allocated Value of such Drag-Along Seller have been transferred and the Additional Leases, plus (ii) the Deed Allocated Value of Issuance may all Leases identified pursuant to Section 11.2.B which were subject to Outstanding Title Defects as of the Initial Closing, and which were cured to Buyer’s reasonable satisfaction pursuant to Section 5.8, subject, in each case, to the adjustments set forth in Section 3.2.
A. Additional Leases which are obtained by Seller shall be executedpromptly disclosed to Buyer when acquired by Seller along with all Records pertaining to same for application of the due diligence provisions of Article 5. Such disclosure shall include Seller’s represented Net Acres and all documentation evidencing the acquisition of such Additional Lease. All of Sections 5.1 through 5.9 inclusive shall be applied to conforming Additional Leases, except for the following modifications:
i. the Defect Notice Date for such Additional Leases shall be three (3) Business Days after the end of the Post-Closing Cure Period;
ii. the Cure Period for Additional Leases shall end two (iv2) a power of attorney in favor of Purchaser authorizing Purchaser Business Days prior to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date;
(v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and
(vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions.
(b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers:
(i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;
Appears in 1 contract
Subsequent Closing. The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement.
(a) At Subject to the Subsequent Closingterms and conditions set forth in this Agreement, each during the thirty (30) Business Day period following the date of this Agreement, Seller shall have the Drag-Along Sellers shall right, but not the obligation, upon written notice to Purchaser, to grant, sell, convey, assign, transfer and deliver to Purchaser:
(i) a joinder , and Purchaser shall have the obligation to this Agreement as a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter purchase and accept from such Drag-Along Seller, sent by facsimile to the Notaryall of Seller's right, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred title and (ii) the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto interest, as of the Subsequent Closing Date, in and to the following (collectively, the "Subsequent Closing Assets"):
(i) the Subsequent Closing Loans, plus Accrued Interest through the Subsequent Closing Date with respect to such Subsequent Closing Loans, as well as the collateral for the Subsequent Closing Loans and any related escrows, the Loan Documents with respect to such Subsequent Closing Loans and the servicing rights related thereto pursuant to Section 2.6;
(vii) any refunds, credits or other receivables, in each case, of, against or relating to Taxes of, or relating to, the New Shareholders' Agreement from each Subsequent Closing Assets, or the Subsequent Closing Assumed Liabilities (other than Excluded Taxes);
(iii) all causes of actions and claims held by Seller to the extent related to any of the Drag-Along SellersSubsequent Closing Assets; and
(viiv) all other previously undelivered documents required to be delivered by each the Records in respect of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the TransactionsAssets.
(b) At Subject to the terms and conditions set forth in this Agreement, in the event Seller elects to effect the Subsequent Closing contemplated by Section 2.3(a), at the Subsequent Closing, if any, Purchaser shall deliver assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller to each of be discharged, performed, satisfied or paid after the Drag-Along Sellers:Subsequent Closing Date with respect to the following (collectively, the "Subsequent Closing Assumed Liabilities"):
(i) Subsequent Closing Loans and the Per Share Amount due to the Drag-Along Sellers in respect servicing of the Drag-Along Shares;Subsequent Closing Loans pursuant to Section 2.6: and
(ii) liabilities for Taxes of, or relating to, the Subsequent Closing Assets or the Subsequent Closing Assumed Liabilities (other than Excluded Taxes).
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Hancock Holding Co)
Subsequent Closing. The saleOn the terms and subject to the conditions of this Agreement, contribution at the Subsequent Closing, the Company shall issue and transfer sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of the Drag-Along Shares by the Drag-Along Sellers to Purchaser Series B Preferred Stock (the "Subsequent Closing") shall take place at B Shares" and, together with the offices of SkaddenSentinel B Shares, Arpsthe Fitzpatrick B Shares, Slatethe GE B Shares, ▇▇▇the Midwest B Shares, the U▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇es and the Slack B Shares, the "Series B Shares"), for ▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), ▇▇▇▇▇ ▇▇▇▇▇and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), at 10:00 a.m. for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Subsequent ClosingCompany and Sentinel, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement.
(a) At the Subsequent Closing, each of the Drag-Along Sellers shall who execute and deliver to Purchaser:
(i) the Company a counterpart of this Agreement, a joinder to this the Stockholders Agreement as and a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile joinder to the NotaryRegistration Agreement, that (i) the Drag-Along and purchase Subsequent B Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of Subsequent Notes on the Subsequent Closing Date;
(v) . Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the New Shareholders' Agreement from each Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Drag-Along Sellers; and
(vi) all other previously undelivered documents required to Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be delivered deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of the Drag-Along Sellers, to Purchaser at or prior to Subsequent Purchase and shall be attached hereto on the Subsequent Closing in connection with the TransactionsDate.
(b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers:
(i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;
Appears in 1 contract
Sources: Preferred Stock and Subordinated Note Purchase Agreement (Midwest Mezzanine Fund Ii Lp)
Subsequent Closing. The saleAt each Subsequent Closing (unless otherwise ------------------ indicated), contribution if appropriate, the Remaining Sellers participating in such Closing shall deliver the following to the Buyer, duly executed and transfer of properly acknowledged, relating to the Drag-Along Ownership Shares by the Drag-Along Sellers to Purchaser (the "being sold, assigned or transferred at such Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement.
(a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser:
(i) with respect to the Remaining Sellers participating in a joinder to this Agreement as a Drag-Along Sellerparticular Subsequent Closing, Deeds for the Ownership Shares of the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing substantially in the form of Exhibit A(ii) hereto, and any owner's affidavits or similar documents ------------- required by the Title Company;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser Bill of the Shares duly executed by such Drag-Along Seller in favor of PurchaserSale;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile if the Undivided Int▇▇▇▇t is transferred to the NotaryBuyer on the Subsequent Closing Date, that (i) in the Drag-Along Shares case of such Drag-Along Seller have been transferred UI, the Owner Trustee Deed and (ii) Bill of Sale, substantially in the Deed form of Issuance may be executed;Exhibit K here▇▇; ---------
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement an Assignment and all ancillary agreements relating thereto as of the Subsequent Closing DateAssumption Agreement, if appropriate;
(v) a Release of Mortgage Indenture, in such form and with such modifications as may be necessary to meet the New Shareholders' Agreement from each requirements of such Remaining Seller's mortgage, if any;
(vi) the consents, waivers or approvals and all other consents, waivers and approvals necessary for the transfer at such Closing of the Drag-Along SellersOwnership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements;
(vii) a certificate from an authorized officer of each such Remaining Seller, dated the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(i) and 6.1(j) have been satisfied;
(viii) a copy, certified by an authorized officer of each such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby;
(ix) a certificate of an authorized officer of each such Remaining Seller which shall identify by name and title and bear the signature of the officers of such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto;
(x) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller (who shall be reasonably satisfactory to the Buyer), dated the relevant Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering matters relating to such Subsequent Closing substantially as set forth in Schedule 2.11(b)(x); -------------------
(xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7;
(xii) such Remaining Seller's FIRPTA Affidavit;
(xiii) a certificate of good standing with respect to each such Remaining Seller, to the extent applicable (dated as of a recent date prior to such Closing Date), issued by the appropriate Secretary of State for each such Remaining Seller;
(xiv) the assets of each such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; and
(vixv) all such other previously undelivered documents agreements, consents, documents, instruments and writings as are reasonably required to be delivered by each of the Drag-Along Sellers, to Purchaser such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Subsequent Closing Buyer or its counsel may reasonably request in connection with the Transactions.
(b) At the Subsequent Closing, Purchaser shall deliver to each sale and transfer of the Drag-Along Sellers:
Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection (ixv) the Per Share Amount due shall not require such Seller to prepare or obtain any surveys relating to the Drag-Along Sellers in respect of the Drag-Along Shares;Real Property.
Appears in 1 contract
Subsequent Closing. The sale, contribution and transfer subsequent closing of the Drag-Along Shares by the Drag-Along Sellers to Purchaser transactions contemplated hereby (the "Subsequent Closing") shall take place beginning at 10:00 a.m., Chicago time, on the Subsequent Closing Date (which date shall be June __, 1996 unless another date is specified in the Notice of Delivery) at the offices of SkaddenNeal, Arps▇▇rber & Eise▇▇▇▇▇, Slate▇▇o ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇, at 10:00 a.m. and at such other place or time as the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after parties hereto shall agree. Upon receipt by the Initial Closing. In view Indenture Trustee on the Subsequent Closing Date of the Subsequent Closing, Purchaser undertakes to implement full amount of the drag-along provided Owner Participant's Commitment in respect of the Former Shareholders Agreement.
(a) At Units delivered on the Subsequent Closing, each Closing Date and the Loan Participant's Commitment in respect of the Drag-Along Sellers shall deliver Units delivered on the Subsequent Closing Date, the Indenture Trustee on behalf of the Owner Trustee shall, subject to Purchaser:
(i) a joinder the conditions set forth in Sections 4.1 and 4.3 having been fulfilled to this Agreement as a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) the satisfaction of the Owner Participant or waived by the Owner Participant, pay to the Lessee from the funds then held by it, in immediately available funds, an amount equal to the Equipment Cost for the transfer to Purchaser of Units delivered on the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter from such Drag-Along SellerSubsequent Closing Date, sent by facsimile to the Notaryand simultaneously therewith, that (i) the Drag-Along Shares of Lessee shall deliver such Drag-Along Seller have been transferred and Units to the Owner Trustee, (ii) the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser Owner Trustee shall, pursuant to terminate the Former Shareholders' Agreement Lease, lease and all ancillary agreements relating thereto as of deliver the Equipment delivered on the Subsequent Closing Date;
(v) Date to the New Shareholders' Agreement from each Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of such Units under the Lease, such lease, delivery and acceptance of the Drag-Along Sellers; and
(vi) all other previously undelivered documents required to Units under the Lease shall be delivered conclusively evidenced by each the execution and delivery by the Lessee and Owner Trustee of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions.
(b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers:
(i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;a Lease Supplement covering
Appears in 1 contract
Subsequent Closing. The sale(a) In the event that (i) all Required Approvals (as hereinafter defined) of any Governmental Entity having jurisdiction over ▇▇▇▇▇▇ Express Financial Services Corporation, contribution a Utah corporation ("WEX"), have not been obtained and transfer (ii) all other conditions to Closing set forth in Articles VII and VIII hereof in respect of the Drag-Along Shares by Merger and all of the Drag-Along Sellers to Purchaser other Transferred Assets have been fulfilled or waived in accordance with the terms of this Agreement, then the parties hereto agree that the Merger shall be consummated and the Closing shall proceed in respect of all of the Transferred Assets other than the outstanding shares of capital stock of WEX (the "Deferred Assets"), and that a subsequent closing ("Subsequent Closing") in respect of the Deferred Assets take place following the Closing. The Subsequent Closing shall take place at 10:00 a.m., New York City time, on a date (the "Subsequent Closing Date") to be agreed upon by the parties hereto, which shall be no later than the third business day following the date on which all Required Approvals of Governmental Entities having jurisdiction over WEX shall have been obtained, any conditions to the Required Approvals shall have been satisfied and any statutory waiting periods in respect thereof shall have expired, at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ or such other date or place as the parties may agree in writing.
(b) Notwithstanding any other provision of this Agreement, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the if there is to be a Subsequent Closing, Purchaser undertakes to implement then the drag-along provided in the Former Shareholders Agreement.
(a) At the Subsequent Closing, each of the Drag-Along Sellers following shall deliver to Purchaserapply:
(i) a joinder Following the Closing, Holdings (or an Affiliate thereof) shall retain all right, title and interest in and to this Agreement the Deferred Assets and each of Parent, Holdings, Acquiror and Acquiror Sub shall continue to use their best efforts to obtain the Required Approvals as a Drag-Along Sellersoon as practicable;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser $15,500,000 of the Shares duly executed by such Drag-Along Seller Escrowed Funds (the "Retained Escrow Amount") shall remain in favor of Purchaserescrow with the Escrow Agent following the Closing and, except as provided in subsection (d) below, shall be released and delivered to Holdings, together with any interest earned thereon, at the Subsequent Closing;
(iii) a copy After all Required Approvals are obtained, the Subsequent Closing shall occur in accordance with Subsection (a) above and, at the Subsequent Closing, (A) the Escrow Agent shall release and deliver to Acquiror Sub the Deferred Assets, upon which all of a confirmation letter from such Drag-Along SellerHoldings right, sent by facsimile title and interest in and to the NotaryDeferred Assets shall be transferred to Acquiror Sub or, that at the election of Holdings, to Acquiror or such other Affiliate of Acquiror (iother than Acquiror Sub) as may be specified by Acquiror, and (B) the Drag-Along Shares of such Drag-Along Seller have been transferred Escrow Agent shall release and (ii) deliver to Holdings the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and Retained Escrow Amount, together with all ancillary agreements relating thereto as of interest earned thereon through the Subsequent Closing Date;
(viv) It is the New Shareholders' Agreement from each intention of the Drag-Along Sellersparties that, upon the occurrence of a Subsequent Closing, the acquisition of WEX by Acquiror Sub or Acquiror, as the case may be, shall be effective as of the Closing Date for purposes of this Agreement, and the business of WEX shall be run for the benefit of Acquiror Sub or Acquiror, as the case may be, during the period from the Closing Date through and including the Subsequent Closing Date; and
(viv) all During the period from the Closing Date through the Subsequent Closing, WEX will continue to provide to the Business the credit card and other previously undelivered documents required services currently provided to the Business on the terms set forth in the Transition Services Agreement or such other management agreement as may be delivered mutually agreed upon by each the parties hereto and Acquiror shall, and shall cause the Transferred Companies to, provide to WEX such services as are currently provided by ▇▇▇▇▇▇ Express Corporation, a Delaware corporation and the parent company of WEX ("▇▇▇▇▇▇ Express").
(c) During the Drag-Along Sellers, to Purchaser at or prior period from the Closing Date to the Subsequent Closing Date, except as consented to by Acquiror in connection with the Transactions.
(b) At the Subsequent Closingwriting, Purchaser Parent and Holdings shall deliver to each of the Drag-Along Sellerscause WEX:
(i) to conduct its business and operations in the Per Share Amount due ordinary course in substantially the same manner as presently conducted and to use reasonable best efforts to preserve its relationships with customers, suppliers and others having business with WEX;
(ii) provide ▇▇▇▇▇▇ Express and ▇▇▇▇▇▇ Express Canada, Inc. with substantially the same services and on the same terms as it provided to such entities prior to the DragClosing;
(iii) to provide Acquiror Sub with information (financial or otherwise) regarding WEX or its services to the Transferred Companies as may be reasonably requested by Acquiror Sub;
(iv) to take such or omit to take such actions as may be reasonably requested by Acquiror Sub; and
(v) not to take any action that, if taken during the period from the date of this Agreement through the Effective Time without the consent of Acquiror, would constitute a breach of Section 5.1 hereof, assuming for this purpose that the threshold for capital expenditures in Section 5.1(viii) hereof is $100,000 individually and in the aggregate and "material" in Section 5.1 shall be measured with regard to WEX as a stand-Along Sellers alone entity.
(d) If the Governmental Entities having jurisdiction over WEX (i) notify Holdings and/or Acquiror that a final, nonappealable decision has been made by such Governmental Entities that the Required Approvals will not be granted or (ii) have failed to provide the Requisite Approval on or prior to October 31, 1999, then (i) the Subsequent Closing with respect to the Deferred Assets shall not occur, (ii) Holdings shall retain all right, title and interest in and to the Deferred Assets and (iii) the Retained Escrow Amount, together with any interest earned thereon, shall be released and delivered by the Escrow Agent to Acquiror Sub. All obligations of Parent and Holdings with respect to delivering the Deferred Assets to Acquiror and Acquiror Sub pursuant to this Agreement shall thereafter cease and be null and void, and Holdings shall be free to exercise all rights of ownership over the Drag-Along Shares;Deferred Assets, including the right to freely dispose thereof.
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Subsequent Closing. The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser closing (the "Subsequent Closing") shall of the issuance, sale and purchase of the Subsequent Convertible Notes and, if the Initial Closing has not been consummated, Warrants under this Agreement, shall, subject to the satisfaction or waiver of all conditions to the obligations of the parties hereto to consummate the Subsequent Closing (other than conditions with respect to actions the parties hereto will take at the Subsequent Closing itself), take place at the offices of SkaddenVitalStream located at One Jenner, ArpsSuite 100, SlateIrvine, ▇▇Calif▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ ▇▇ ▇, :▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇ on the date (the "Subsequent Closing Date" and, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after together with the Initial Closing. In view Closing Date, the "Closing Dates") of closing of the transactions contemplated by the Asset Purchase Agreement. At the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement.
Closing (a) At if the Subsequent ClosingInitial Closing has been consummated, each of the Drag-Along Sellers shall deliver to Purchaser:
(i) a joinder to this Agreement as a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date;
(v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and
(vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions.
(b) At the Subsequent Closing, Purchaser VitalStream shall deliver to each Purchaser an instrument evidencing the Subsequent Convertible Note to be purchased by such Purchaser, payable to such Purchaser or its nominee or registered in such Purchaser's or its nominee's name, upon payment of the Drag-Along Sellers:
purchase price thereof by a cashier's or certified check, or by wire transfer of immediately available funds, to VitalStream and (ib) if the Per Share Amount due Initial Closing has not been consummated, VitalStream shall deliver to each Purchaser (1) an instrument evidencing the Drag-Along Sellers Subsequent Convertible Note to be purchased by such Purchaser, payable to such Purchaser or its nominee or registered in respect such Purchaser's or its nominee's name, upon payment of the Drag-Along Shares;purchase price thereof by a cashier's or certified check, or by wire transfer of immediately available funds, to VitalStream and (2) an instrument evidencing the Warrant to be purchased by such Purchaser, registered in such Purchaser's or its nominee's name.
Appears in 1 contract
Subsequent Closing. The saleobligation of each Lender listed in column (A) on the Schedule of Lenders attached hereto to purchase the Notes and the Shares at the Subsequent Closing is subject to the satisfaction, contribution and transfer at or before the Subsequent Closing Date, of each of the Drag-Along following conditions:
(a) Each Borrower, as applicable, shall have executed and delivered to such Lender (i) the Notes (in such denominations as such Lender shall have requested prior to the Subsequent Closing) being purchased by such Lender at the Subsequent Closing pursuant to this Agreement, (ii) each of the other Transaction Documents to which it is a party (other than the Transaction Documents contemplated to be executed and delivered to the Agent pursuant to the other subsections of this Section 5.2), and (iii) certificates representing the Shares (in such denominations as such Lender shall have requested prior to the Subsequent Closing) being purchased by such Lender at the Subsequent Closing pursuant to this Agreement.
(b) The Borrowers shall have delivered, or caused to be delivered, to the Agent evidence satisfactory to the Agent that the Borrowers shall pay to the Agent on the Subsequent Closing Date all fees and other amounts (including Accelerated Subsequent Closing Interest) due and owing thereon under the Fee Letter, this Agreement and the other Transaction Documents.
(c) If the Subsequent Closing Date occurs more than six (6) months following the First Closing Date, the Agent shall have received the opinions of the Borrowers’ Outside Legal Counsel, dated the Subsequent Closing Date, in form and substance satisfactory to such Agent.
(d) If the Subsequent Closing Date occurs more than six (6) months following the First Closing Date, each Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate evidencing the formation or incorporation and good standing of such Borrower in such entity’s jurisdiction of formation or incorporation issued by the Drag-Along Sellers to Purchaser Secretary of State (the "Subsequent Closing"or comparable office) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇ Van Anrooystraat, 1076 AD Amsterdam; The Netherlandssuch jurisdiction, as soon of a date reasonably proximate to the Subsequent Closing Date.
(e) If the Subsequent Closing Date occurs more than six (6) months following the First Closing Date, each Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate evidencing such Borrower’s qualification as possible after a foreign corporation or other entity and good standing issued by the Initial Closing. In view Secretary of State (or comparable office) of each jurisdiction in which such Borrower conducts business, as of a date reasonably proximate to the Subsequent Closing Date.
(f) Each Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate as to the fact that no action has been taken with respect to any merger, consolidation, liquidation or dissolution of such Borrower, or with respect to the sale of substantially all of its assets, nor is any such action pending or contemplated.
(g) If the Subsequent Closing Date occurs more than six (6) months following the First Closing Date, each Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certified copy of such Borrower’s certificate or articles of incorporation (or other applicable governing document), as certified by the Secretary of State (or comparable office) of such entity’s jurisdiction of formation or incorporation, as of a date reasonably proximate to the Subsequent Closing Date.
(h) Each Borrower shall have executed and delivered, or caused to be delivered, to Agent a certificate, executed by the Secretary of such Borrower and dated the Subsequent Closing Date, as to (i) the resolutions consistent with Section 7.2 as adopted by such Borrower’s board of directors (or other governing body) in a form reasonably acceptable to the Agent, (ii) such Borrower’s articles or certificate of incorporation (or other applicable governing document), each as in effect at the Subsequent Closing, Purchaser undertakes to implement the drag-along provided (iii) such Borrower’s bylaws (or other applicable governing document), each as in the Former Shareholders Agreement.
(a) At effect at the Subsequent Closing, each and (iv) no action having been taken by such Borrower or its stockholders, directors or officers in contemplation of any amendments to items (i), (ii), or (iii) listed in this Section 5.2(h), as certified, in the Drag-Along Sellers shall deliver to Purchaser:form attached hereto as Exhibit H.
(i) a joinder to this Agreement as a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that The Common Stock (i) shall be designated for quotation or listed on the Drag-Along Shares of such Drag-Along Seller have been transferred Principal Market and (ii) the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto shall not have been suspended, as of the Subsequent Closing Date;, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Subsequent Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.
(vj) Each of the New Shareholders' Agreement from Borrowers shall have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the sale of the Securities at the Subsequent Closing.
(k) If the Subsequent Closing Date occurs more than six (6) months following the First Closing Date, each of the Drag-Along Sellers; and
(vi) all other previously undelivered documents required Borrowers shall have obtained and delivered to be delivered by the Agent searches of UCC filings in the jurisdictions of formation or incorporation of each of the Drag-Along SellersBorrowers, the jurisdiction of the chief executive offices of each of the Borrowers and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Agent’s and Holders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens.
(l) Each of the Borrowers shall have authorized the filing of UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s sole discretion, to Purchaser perfect the Agent’s and Holders’ security interest in the Collateral.
(m) The Agent shall have received a certificate from the chief financial officer of the Principal Borrower in form and substance satisfactory to the Agent, supporting the conclusions that, after giving effect to the transactions contemplated by the Transaction Documents, the Principal Borrower and each of its Subsidiaries are not Insolvent.
(n) The representations and warranties of each Borrower shall be true and correct as of the date when made and as of the Subsequent Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and each Borrower shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by each Borrower at or prior to the Subsequent Closing Date. The Agent shall have received certificates, executed by the chief executive officer of each Borrower, dated the Subsequent Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Agent, in connection the form attached hereto as Exhibit I.
(o) No Event of Default (or event or circumstance that, with the Transactionspassage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing or would result from the issuance of the Notes at the Subsequent Closing; and there shall have been no event or occurrence or series of events or occurrences that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. The Agent shall have received certificates, executed by the chief executive officer of each Borrower, dated the Subsequent Closing Date, to the foregoing effect.
(bp) At The Borrowers shall be in pro forma compliance with Section 8.1(a) and Section 8.1(b), after giving effect to the issuance of the Notes. The Agent shall have received a certificate, executed by the chief executive officer of each Borrower, dated the Subsequent Closing Date, to the foregoing effect.
(q) Since the First Closing, Purchaser there shall deliver have been no change which has had or could reasonably be expected to each have a Material Adverse Effect, as determined in the Agent’s sole discretion, or any disruption or adverse change in the financial, banking and/or capital markets that, in the sole judgment of the Drag-Along Sellers:Agent, could impair the syndication and/or the market value for the Notes.
(ir) Each of the Per Share Amount due Borrowers shall have executed and/or delivered to the Drag-Along Sellers in respect of Agent such other documents relating to the Drag-Along Shares;transactions contemplated by this Agreement as the Agent or its counsel may reasonably request.
Appears in 1 contract
Subsequent Closing. The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser closing (the "Subsequent ClosingSUBSEQUENT CLOSING") shall of the issuance, sale and purchase of the Subsequent Convertible Notes and, if the Initial Closing has not been consummated, Warrants under this Agreement, shall, subject to the satisfaction or waiver of all conditions to the obligations of the parties hereto to consummate the Subsequent Closing (other than conditions with respect to actions the parties hereto will take at the Subsequent Closing itself), take place at the offices of Skadden, Arps, Slate, ▇▇▇▇VitalStream located at ▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Van Anrooystraat▇▇▇▇▇ commencing at 9:00 a.m. local time on the date (the "SUBSEQUENT CLOSING DATE" and, 1076 AD Amsterdam; The Netherlands, as soon as possible after together with the Initial Closing. In view Closing Date, the "CLOSING DATES") of closing of the transactions contemplated by the Asset Purchase Agreement. At the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement.
Closing (a) At if the Subsequent ClosingInitial Closing has been consummated, each of the Drag-Along Sellers shall deliver to Purchaser:
(i) a joinder to this Agreement as a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date;
(v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and
(vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions.
(b) At the Subsequent Closing, Purchaser VitalStream shall deliver to each Purchaser an instrument evidencing the Subsequent Convertible Note to be purchased by such Purchaser, payable to such Purchaser or its nominee or registered in such Purchaser's or its nominee's name, upon payment of the Drag-Along Sellers:
purchase price thereof by a cashier's or certified check, or by wire transfer of immediately available funds, to VitalStream and (ib) if the Per Share Amount due Initial Closing has not been consummated, VitalStream shall deliver to each Purchaser (1) an instrument evidencing the Drag-Along Sellers Subsequent Convertible Note to be purchased by such Purchaser, payable to such Purchaser or its nominee or registered in respect such Purchaser's or its nominee's name, upon payment of the Drag-Along Shares;purchase price thereof by a cashier's or certified check, or by wire transfer of immediately available funds, to VitalStream and (2) an instrument evidencing the Warrant to be purchased by such Purchaser, registered in such Purchaser's or its nominee's name.
Appears in 1 contract
Sources: Convertible Note and Warrant Purchase Agreement (Vitalstream Holdings Inc)
Subsequent Closing. The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser closing (the "Subsequent Closing") shall of the issuance, sale and purchase of the Subsequent Convertible Notes and, if the Initial Closing has not been consummated, Warrants under this Agreement, shall, subject to the satisfaction or waiver of all conditions to the obligations of the parties hereto to consummate the Subsequent Closing (other than conditions with respect to actions the parties hereto will take at the Subsequent Closing itself), take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇VitalStream located at On▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. and at the offices of Lexence N.V., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Van Anrooystraat▇▇▇▇▇ ▇ommencing at 9:00 a.m. local time on the date (the "Subsequent Closing Date" and, 1076 AD Amsterdam; The Netherlands, as soon as possible after together with the Initial Closing. In view Closing Date, the "Closing Dates") of closing of the transactions contemplated by the Asset Purchase Agreement. At the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement.
Closing (a) At if the Subsequent ClosingInitial Closing has been consummated, each of the Drag-Along Sellers shall deliver to Purchaser:
(i) a joinder to this Agreement as a Drag-Along Seller;
(ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser;
(iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed;
(iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date;
(v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and
(vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions.
(b) At the Subsequent Closing, Purchaser VitalStream shall deliver to each Purchaser an instrument evidencing the Subsequent Convertible Note to be purchased by such Purchaser, payable to such Purchaser or its nominee or registered in such Purchaser's or its nominee's name, upon payment of the Drag-Along Sellers:
purchase price thereof by a cashier's or certified check, or by wire transfer of immediately available funds, to VitalStream and (ib) if the Per Share Amount due Initial Closing has not been consummated, VitalStream shall deliver to each Purchaser (1) an instrument evidencing the Drag-Along Sellers Subsequent Convertible Note to be purchased by such Purchaser, payable to such Purchaser or its nominee or registered in respect such Purchaser's or its nominee's name, upon payment of the Drag-Along Shares;purchase price thereof by a cashier's or certified check, or by wire transfer of immediately available funds, to VitalStream and (2) an instrument evidencing the Warrant to be purchased by such Purchaser, registered in such Purchaser's or its nominee's name.
Appears in 1 contract
Sources: Convertible Note and Warrant Purchase Agreement (Vitalstream Holdings Inc)