The Closing Transactions Sample Clauses

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Company and the Merger Sub shall cause the Articles of Merger to be executed, acknowledged and filed with the Massachusetts Secretary of the Commonwealth; (b) in accordance with Section 1.03, the Parent shall deliver the Stock Consideration as directed by the Representative by issuance of Parent Common Stock registered in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration by wire transfer of immediately available funds to the Securityholders as directed by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount); (c) in accordance with Section 1.04, the Parent shall deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative; (d) in accordance with Section 1.10, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (f) the Parent shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; and (g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deliver to the Seller the Closing Cash Consideration, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller prior to the Closing; (b) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness set forth on the Closing Indebtedness Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness at least two (2) Business Days prior to the Closing; (c) the Seller shall deliver to the Purchaser the stock certificate representing all of the Shares, free and clear of all Liens other than applicable federal and state securities law restrictions, which certificate shall be endorsed to the Purchaser or accompanied by a stock power executed in blank; (d) the Purchaser shall pay, or cause to be paid, on behalf of the Seller and the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Company at least two (2) Business Days prior to the Closing; and (e) the Purchaser, the Company and the Seller shall make such other deliveries as are required by Article III.

The Closing Transactions. On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur on the Closing Date in the order set forth in this Section 2.01:

The Closing Transactions. Upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations, warranties and covenants made or given in this Agreement and the other Transaction Documents, the Parties hereby agree that, on the Closing Date, the following transactions (the “Closing Transactions”) shall occur: (a) EB Holdco shall assign, transfer, convey and deliver to DOLLC all of the EB Splitco Shares, free and clear of all Liens, and, in exchange for such assignment, transfer, conveyance and delivery, DOLLC shall assign, transfer, convey and deliver to EB Holdco all of the HSSC Tracking Shares, free and clear of all Liens; and (b) EchoStar shall assign, transfer, convey and deliver to DNLLC all of the ET Splitco Shares, free and clear of all Liens, and, in exchange for such assignment, transfer, conveyance and delivery, DNLLC shall assign, transfer, convey and deliver to EchoStar all of the EchoStar Tracking Shares, free and clear of all Liens.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) As soon as practicable following the Closing, the Company and Merger Sub shall cause the Certificate of Merger and Statement of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Colorado, respectively; (b) in accordance with Section 1.03, Parent shall issue and deliver, or cause to be delivered, to each Securityholder its Allocated Consideration (less the pro rata portion of the Retained Parent Common Shares, subject to any adjustment pursuant to Section 1.03(b)); (c) Parent and the Company shall make such other deliveries as are required by Article VI hereof.

The Closing Transactions. Upon the terms, conditions, and limitations of this Agreement, and for the consideration stated herein, on the Closing Date (i) the Seller will sell, assign and transfer to the Purchaser, and the Purchaser will accept and acquire, all of the Seller’s respective rights, title and interest in the Renewal Rights and the Transferred Assets. All sales, assignments and transfers of the Transferred Assets to the Purchaser hereunder will be evidenced by the ▇▇▇▇ of Sale and General Assignment Agreement which will be executed and delivered on the Closing Date by the Seller. The Transferred Assets shall not include, or otherwise be deemed to include, any other assets or properties of the Seller, other than those assets of the Seller relating to the Subject Business specifically identified on Exhibit C. On or before the Closing Date, in accordance with Article VII, the Purchaser shall extend offers of employment to all the employees of the Seller in the Employee Group.

The Closing Transactions. Section 2.1 Closing 20 Section 2.2 GHV Financing Certificate 21 Section 2.3 Deliveries at Closing 21 Section 2.4 Closing Transactions 22 Section 2.5 Capitalization 22 Section 2.6 Withholding 22 Section 3.1 Effective Time 23 Section 3.2 The Merger 23 Section 3.3 Effect of the Merger 23 Section 3.4 Governing Documents 23 Section 3.5 Directors and Officers 24 Section 3.6 Earnout Shares 24 Section 3.7 Treatment of GHV Capital Stock in the Merger 26 Section 3.8 Exchange of Certificates 27 Section 3.9 Stock Transfer Books 28 Section 3.10 GHV Warrants 28 Section 4.1 Organization and Authority 29 Section 4.2 Noncontravention 30 Section 4.3 Governmental Authorities; Consents 30 Section 4.4 Capitalization 30 Section 4.5 Financial Statements 31 Section 4.6 Undisclosed Liabilities 32 Section 4.7 Actions 32 Section 4.8 Compliance with Laws; Permits 33 Section 4.9 Material Contracts 33 Section 4.10 Real Property 35 Section 4.11 Employee Benefits 36 Section 4.12 Labor and Employment 38 Section 4.13 Taxes 39 Section 4.14 Intellectual Property and Data Privacy 42 Section 4.15 Insurance 44 Section 4.16 Absence of Changes 45 Section 4.17 Interested Party Transactions 45 Section 4.18 Anti-Corruption; Sanctions; Import and Export Control Laws 45 Section 4.19 Proxy Statement/Prospectus and Registration Statement 46 Section 4.20 Brokers’ Fees 46 Section 4.21 No Prior Operations of AMPSA or MergeCo 46 Section 4.22 Environmental Matters 47 Section 4.23 Sufficiency of Assets 47 Section 4.24 Product Liability; Product Warranties 47 Section 4.25 Debt Financing 48 Section 4.26 No Other Representations or Warranties 49 Section 5.1 Organization and Authority 49 Section 5.2 Noncontravention 50 Section 5.3 Governmental Authorities; Consents 50 Section 5.4 Capitalization 50 Section 5.5 SEC Reports; Financial Statements 51 Section 5.6 Undisclosed Liabilities 52 Section 5.7 Actions 52 Section 5.8 Compliance with Laws; Permits 52 Section 5.9 Financial Ability; Trust Account 53 Section 5.10 Brokers’ Fees; Transaction Expenses 53 Section 5.11 Business Activities 54 Section 5.12 Material Contracts 54 Section 5.13 Employees 54 Section 5.14 Listing 55 Section 5.15 Investment Company 55 Section 5.16 Taxes 55 Section 5.17 Proxy Statement/Prospectus and Registration Statement 57 Section 5.18 Absence of Changes 57 Section 5.19 No Other Representations or Warranties 57

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) Investor shall pay, or cause to be paid, to the Company the Estimated Purchase Price, by wire transfer of immediately available funds to an account designated in writing to Investor prior to the Closing by the Company; (b) the Company shall issue to Investor the Purchased Interests (which shall be uncertificated and recorded in the books and records of the Company, including Schedule A to the Operating Agreement) such that after giving effect to such issuance, Investor shall own all right, title and interest to Membership Interests constituting a 19.9% ownership interest in the Company; (c) the Company shall deliver, or cause to be delivered, to each of AEP Holdco and Investor, a copy of the Operating Agreement, duly executed by an authorized representative of the Company, (i) evidencing, effective as of the Closing, the addition of Investor as a member of the Company and (ii) effecting the issuance of the Purchased Interests; (d) AEP Holdco shall deliver, or cause to be delivered, to each of the Company and Investor, a counterpart copy of the Operating Agreement, duly executed by an authorized representative of AEP Holdco; (e) Investor shall deliver, or cause to be delivered, to each of the Company and AEP Holdco, a counterpart copy of the Operating Agreement, duly executed by an authorized representative of Investor; (f) Investor shall deliver, or cause to be delivered, to the Company an ECL (as defined in the Operating Agreement), in substantially the form attached hereto as Exhibit B-1 duly executed by an authorized representative of each of the KKR Sponsors and an ECL in substantially the form attached hereto as Exhibit B-2 duly executed by an authorized representative of the PSP Sponsor; and (g) the Company, AEP Holdco and Investor shall make such other deliveries as are required by Article VI.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Company and the Merger Sub shall cause each of the Agreement of Merger and the DE Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the States of California and Delaware, as applicable; (b) in accordance with Section 1.02(b) and the Allocation Schedule, the Purchaser shall pay to each Stockholder that has delivered to the Purchaser a Letter of Transmittal, an amount in cash equal to the excess of (x) the Per Share Initial Merger Consideration multiplied by the number of shares of Common Stock such Stockholder owned immediately prior to the Closing over (y) the outstanding Loan Amount (and, solely with respect to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or their successors, as Trustees of the 2003 ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Family Trust dated September 25, 2003, the outstanding Management Loan Amount), if any, payable by such Stockholder to the Company, by wire transfer of immediately available United States funds to the account(s) designated by such holder in such holder’s Letter of Transmittal; (c) immediately prior to the Effective Time, all unexercised and unexpired Options then outstanding shall be cancelled by the Company, and in accordance with Section1.02(b) and the Allocation Schedule, the Purchaser shall cause the Company to pay to each Optionholder that has delivered to the Purchaser an Option Letter of Transmittal, in consideration for the cancellation of such Options, an amount in cash equal to the excess of the Per Share Initial Merger Consideration over the exercise price of such Option multiplied by the number of shares of Common Stock for which such Option is exercisable reduced by applicable withholding tax or other amounts required to be withheld by applicable Law, by wire transfer of immediately available United States funds to the account(s) designated by such holder in such holder’s Option Letter of Transmittal. For the avoidance of doubt, in the event that the exercise price of any such cancelled Option is equal to or greater than the Per Share Initial Merger Consideration with respect to the shares of Common Stock subject to the Option, the holder of such cancelled Option shall not be entitled to receive any payment under this Section 2.02(c). Prior to the Effective Time, the Company shall take all reaso...