Transactions and Documents at Closing. (a) At the Closing, the Seller shall deliver to Purchaser certificates evidencing the CTSI Shares, duly endorsed in blank or accompanied by duly executed stock transfer powers, and upon such delivery Purchaser shall: (i) pay to the Seller the Purchase Price Cash Component; (ii) deliver to the Seller the Promissory Note; and (iii) deliver to the Seller the Parent Common Stock contemplated by Section 2.04, All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except for any of the same as to which the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing). (b) From time to time and at any time, at either Party's reasonable request, whether on or after the Closing Date, and without further consideration, the Parties shall execute and deliver such further documents and instruments of conveyance and transfer and shall take such further reasonable actions as may be necessary or convenient to transfer and convey to Purchaser all of the Seller's right, title and interest in and to the CTSI Shares, free and clear of any and all liens, claims, charges and encumbrances, or as may otherwise be necessary or convenient to carry out the intent of this Agreement.
Appears in 1 contract
Transactions and Documents at Closing. (a) At the Closing, the Seller Selling Shareholder shall deliver to Purchaser the Company certificates evidencing representing the CTSI Shares, duly endorsed in blank or accompanied by duly executed for transfer, with all required stock transfer powersstamps, if any, affixed, and upon such delivery Purchaser shall: (i) of the Share certificates by the Selling Shareholder, the Company shall pay to the Seller Selling Shareholder the Purchase Price Cash Component; (ii) deliver to in the Seller the Promissory Note; and (iii) deliver to the Seller the Parent Common Stock contemplated by Section 2.04, manner set forth in Paragraph 1.2 above. All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except for any of the same as to which the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing).
(b) From time to time and at any time, at either Partythe Company's reasonable request, whether on or after the Closing DateClosing, and without further consideration, the Parties shall Selling Shareholder shall, at the expense of the Selling Shareholder, execute and deliver such further documents and instruments of conveyance and transfer and shall take such further reasonable actions as may be necessary or convenient convenient, in the opinion of the Company, to transfer and convey to Purchaser the Company all of the Seller's its right, title and interest in and to the CTSI Shares, free and clear of any and all liens, claims, charges and encumbrances, or as may otherwise be necessary or convenient to carry out the intent of this Agreement.
Appears in 1 contract