The Pre-Closing Transfers Clause Samples

The Pre-Closing Transfers. (a) On the terms and subject to the conditions set forth in this Agreement, prior to the Closing, Parent and Sellers shall cause the following transactions to occur (collectively, the “Pre-Closing Transfers”), in each case in accordance with the Pre-Closing Transfer Plan: (i) if any NA Assets are held by Parent or a Parent Subsidiary (other than a Transferred Group Member) prior to the Closing, Parent shall, and shall cause all applicable Parent Subsidiaries to, assign, transfer, convey and deliver to a Transferred Group Member, free and clear of all Liens (other than Permitted Liens and any Liens that exist as of such date) and Parent and Sellers shall cause the applicable Transferred Group Member to accept from Parent and any such applicable Parent Subsidiary, all of Parent’s and such Parent Subsidiary’s right, title and interest in, to and under all such NA Assets (the NA Assets to be assigned, transferred, conveyed and delivered to a Transferred Group Member pursuant to this Section 1.01(a)(i), collectively, the “Transferred NA Assets”), except for any Delayed Transfer Assets/Liabilities; (ii) if any NA Liabilities are Liabilities of Parent or a Parent Subsidiary (other than a Transferred Group Member) prior to the Closing, Parent and Sellers shall cause a Transferred Group Member to irrevocably assume and agree to faithfully pay, perform and discharge when due all such NA Liabilities (the NA Liabilities to be assumed by a Transferred Group Member pursuant to this Section 1.01(a)(ii), collectively, the “Assumed NA Liabilities”), except for any Delayed Transfer Assets/Liabilities; (iii) if any Excluded Assets are held by a Transferred Group Member prior to the Closing, Parent and Sellers shall cause such Transferred Group Member to assign, transfer, convey and deliver to Parent or a Parent Subsidiary (other than a Transferred Group Member), free and clear of all Liens (other than Permitted Liens and any Liens that exist as of such date), and Parent shall, or shall cause the applicable Parent Subsidiary to, accept from such Transferred Group Member, all of such Transferred Group Member’s right, title and interest in, to and under all such Excluded Assets (the Excluded Assets to be assigned, transferred, conveyed and delivered to Parent or a Parent Subsidiary pursuant to this Section 1.01(a)(iii), collectively, the “Transferred Excluded Assets”), except for any Delayed Transfer Assets/Liabilities; (iv) if any Excluded Liabilities are Liabilities of a Tran...
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The Pre-Closing Transfers 
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Related to The Pre-Closing Transfers

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Sale and Transfer of Shares Closing 1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (hereinafter defined), Shareholder shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Shareholder, all of the outstanding shares of Company (the "Shares") which represent all of the issued and outstanding capital stock of Company

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • Closing of Company Transfer Books At the Effective Time, the stock transfer books of Company shall be closed, and no transfer of Shares shall thereafter be made. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Shares.