The Closing Transactions Sample Clauses
The Closing Transactions clause defines the procedures and requirements that must be fulfilled for the formal completion of a deal or agreement. It typically outlines the specific actions, document exchanges, and payments that need to occur at the closing meeting, such as the transfer of ownership documents, delivery of funds, and confirmation of all conditions precedent. By clearly specifying these steps, the clause ensures that both parties understand their obligations at closing, thereby reducing the risk of misunderstandings or disputes and facilitating a smooth and orderly transaction completion.
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) each Seller shall (i) deliver to the Purchaser all of the certificates (if any) evidencing the Purchased Securities owned by such Seller duly endorsed for transfer or accompanied by duly executed security transfer powers or other form of assignment and transfer, in blank or to the relevant redeeming entity or the Purchaser, all as reasonably acceptable to the Purchaser and (ii) in the case of any Seller who is a Warrantholder, surrender the Warrant held by such Seller for cancellation; provided, that in lieu of delivering certificates (if any) evidencing the Purchased Securities and/or such Warrant, such Seller may deliver a lost certificate or lost warrant affidavit representing such certificate or warrant which has been lost, stolen or destroyed and, if reasonably requested by the Purchaser, the execution and delivery by such Person of a customary indemnity agreement to provide indemnity against any claim that may be made against it with respect to such lost certificate or Warrant;
(b) the Purchaser shall deliver, or cause the Company to deliver in the case of the Merger Cash Recipients, to each Seller and each Merger Cash Recipient the aggregate portion of the Estimated Total Equity Value to which such Seller or Merger Cash Recipient is entitled in accordance with the Total Equity Value Allocation Certificate by wire transfer of immediately available funds to the account(s) designated by the Representative in writing not less than three (3) Business Days prior to the Closing Date; provided, that the Purchaser shall be entitled to engage a paying agent to effect any payments to the Sellers under this Agreement, and the Company and the Sellers shall take all actions reasonably required in connection therewith;
(c) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, the Indebtedness listed on Schedule 1.05(c) (collectively, the “Funded Indebtedness”), pursuant to the Payoff Letters by wire transfer of immediately available funds to the account(s) designated by the holders of such Closing Indebtedness in the Payoff Letters, the funding for such repayment to be obtained first from the proceeds of Debt Financing and then, as necessary, from the proceeds of the Equity Financing;
(d) the Purchaser shall deliver, or shall cause to be deliv...
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 Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware;
(b) in accordance with Section 1.04, the Parent shall deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(e) the Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side Letter;
(f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;
(g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and
(h) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.
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. 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. 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. 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 the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware;
(b) the Purchaser shall deposit Five Million Dollars ($5,000,000) (the “Purchase Price Adjustment Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Purchase Price Adjustment Escrow Account”) designated and established pursuant to the terms and conditions of an escrow agreement (the “Purchase Price Adjustment Escrow Agreement”) by and among the Purchaser, the Representative and ▇▇▇▇▇ Fargo, N.A., as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit D;
(c) the Purchaser shall deposit Ten Million Dollars ($10,000,000) (the “Indemnity Escrow Amount,” and together with the Purchase Price Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (including any interest or earnings thereon, the “Indemnity Escrow Account”) designated and established pursuant to the terms and conditions of an escrow agreement (the “Indemnity Escrow Agreement”) by and among the Purchaser, the Representative and the Escrow Agent, substantially in the form of Exhibit E;
(d) in accordance with Section 2.04 (Investment Transactions) and subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each holder of Investment Preferred Stock and each Investment Optionholder his, her or its respective portion of the Investment Transactions Amount (as determined in accordance with Section 2.04(a) (Investment Transactions)), by wire transfer of immediately available funds to the accounts set forth on the Sellers Schedule;
(e) in accordance with Section 1.03 (Exchange of Certificates; Lost Certificates), the Purchaser shall deliver to each holder of Company Preferred Stock such holder’s portion of the Preferred Stock Merger Consideration (as determined in accordance with Section 1.02(a) (Conversion of Capital Stock)), by wire transfer of immediately available funds to the accounts set forth on the Sellers Schedule;
(f) subject to Section 2.06 (Required Withholding), the Purchaser shall deliver to each Preferred Optionholder such Preferred Optionholder’s portion of the Preferred Option Merger Consideration (as determined in accordance with Section 1.04(b) (Options)), b...
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.