Transactions at Closing Sample Clauses

Transactions at Closing. (a) At the Closing, the Sellers will deliver or cause to be delivered to the Buyer the following: (i) stock certificates, evidencing all, and not less than all, of the Acquired Shares, in each case duly endorsed in blank or accompanied by stock powers duly executed in blank, and with all required stock transfer tax stamps affixed, or if such stock certificates are not then available, affidavits of loss and indemnity agreements in lieu thereof in form and substance reasonably acceptable to the Buyer; (ii) all minute books and stock transfer books of each of the Acquired Companies; (iii) one or more receipts acknowledging receipt of the aggregate Purchase Price; (iv) a legal opinion addressed to the Buyer, in form reasonably acceptable to the Buyer, that each of the Sellers is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby; (v) REITCO shall contribute the Note dated as of August 7, 1998 in the principal amount of $6,215,720, together with an assignment, in recordable form, the related Leasehold Deed of Trust dated as of August 7, 1998 to either MGG or MGG II (or their designee); and (vi) each of the certificates and other documents required to be delivered at the Closing pursuant to Section 7.3 hereof. (b) At the Closing, the Buyer will deliver or cause to be delivered to the Sellers the following: (i) the Purchase Price, by wire transfer in cash of immediately available funds pursuant to, and in the manner set forth in, Section 1.3 hereof; and (ii) each of the certificates and other documents required to be delivered at the Closing pursuant to Section 7.2 hereof.

Transactions at Closing. At the Closing, each of the following transactions shall occur:

Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 3.2.1 The Company shall deliver to the Purchaser the following documents: (a) Resolutions of the Company's shareholders by which the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles"); (b) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing; (c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and (d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing. (e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing. 3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds. 3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company. 3.2.4 The Purchaser shall deliver to the Company the following documents: (a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and (b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of Closing. 3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, ...

Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) CTI shall deliver the following documents and take the following actions: (i) Validly executed stock certificates corresponding to the CTI common Shares issued in the name of the Seller; (ii) Instructions directing its transfer agent to register the common shares to the Seller; (iii) True copies of all consents and waivers obtained by CTI, in accordance with the provisions of Section 7.1 below; (iv) Such other documents and instruments as Seller may reasonably request; and (b) Seller shall deliver or cause to be delivered the following documents and/or shall take the following actions: (i) Seller shall deliver to CTI share and interest certificates in the name of CTI in respect of all respective SPI, STI, and STLLC shares and interests and shall register the respective shares and interests in the name of CTI in the shareholders and membership registers of SPI, STI, and STLLC, respectively; Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are in good standing under the laws of said state; (ii) Certified copies of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLC, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date; (iii) Secretary's certificates, duly executed by SPI, STI, and STLLC's secretaries attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, dated at or about the Closing Date; (iv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s chief executive officers, respectively, to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; (v) True copies of all consents and waivers obtained by SPI, STI, and STLLC, in accordance with the provisions of Section 7.1 below; (vi) Copies of...

Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) DVOP shall deliver to Sugarmade, as agent for Sellers, the following documents: (i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule I; (ii) Validly executed DVOP warrants corresponding to the Sugarmade Warrants issued in the name of the Sellers in the amounts and on the terms set forth in Schedule II; (iii) A duly executed Share Cancellation Agreement in the form attached hereto as Exhibit A; (iv) A resignation and release agreement, substantially in the form attached hereto as Exhibit B from the current chief executive officer and director of DVOP to be effective as of the Closing (which shall be not less than 10 days after the mailing of a 14(f)-1 Information Statement to DVOP's stockholders of record); (v) True copies of all consents and waivers obtained by DVOP, in accordance with the provisions of Section 7.1 below; (vi) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that DVOP is in good standing under the laws of said state; (vii) Certified copy of the Certificate of Incorporation of DVOP, as certified by the Secretary of State of the State of Delaware at or about the Closing Date; (viii) Secretary's certificate duly executed by DVOP's secretary attaching and attesting to the accuracy of: (A) the bylaws of DVOP, (B) the resolutions of DVOP's board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting ▇▇▇▇▇ ▇▇▇▇▇ as a director of DVOP (resulting in the DVOP directors to be ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇) and appointing the officers of Sugarmade as follows: ▇▇▇▇▇ ▇▇▇▇▇ as the officer of DVOP, and (C) an incumbency certificate signed by all of the executive officers of DVOP dated at or about the Closing Date; (ix) An officer's certificate duly executed by DVOP's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; (x) All corporate books and records of DVO...

Transactions at Closing. At or before the Closing, each of the following shall occur: (a) Seller shall deliver the Assignment; (b) Seller shall duly execute and deliver to Buyer the ▇▇▇▇ of Sale and such other certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets, all in such form as is reasonably acceptable to Buyer's counsel, as Buyer may reasonably request and as may be necessary to vest in Buyer all of Seller's right, title and interest in and to the Acquired Assets free and clear of all Liens; (c) Buyer shall deliver to Seller the shares of Common Stock representing the first installment of the Purchase Price as provided in Section 3.2 hereof; (d) Buyer and Seller shall allocate all expenses under real estate and equipment leases, to the extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through the date of closing, and Buyer shall be responsible for all rental thereunder thereafter. Buyer or Seller, as the case may be, shall make an appropriate payment to the other such party at the Closing to implement such allocation; and (e) Buyer and Seller shall duly execute or deliver such certificates and documents (including officer's and secretary's certificates and certificates of good standing) and third party consents as may be required to effectuate the transactions contemplated by this Agreement or as may be reasonably requested by Buyer or Seller, as the case may be.

Transactions at Closing. On the Closing Date, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) the Acquiree and Acquiree Shareholders will deliver, or cause to be delivered, to RCM the following: (i) stock certificates representing the Acquiree Shares being surrendered hereunder, duly endorsed with stock powers attached in blank; (ii) all corporate records of the Acquiree, including without limitation corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing Date), stock books, stock transfer books, corporate seals; and such other corporate books and records as may reasonably be requested by RCM and its counsel; (iii) a certificate executed by the Acquiree and the Acquiree Shareholders to the effect that all representations and warranties made by the Acquiree and Acquiree Shareholders under this Agreement are true and correct as of the Closing Date, as though originally given to RCM on said date; \PHILA2\100322_5 (iv) a certificate of good standing for the Acquiree from the Secretary of the State of New Jersey, dated at or about the Closing Date, to the effect that such corporation is in good standing under the laws of such state; (v) an incumbency certificate for the Acquiree signed by all of the officers thereof dated at or about the Closing Date; (vi) certified Articles of Incorporation of the Acquiree dated at or about the Closing Date and a copy of the Bylaws of the Acquiree certified by the Secretary of the Acquiree dated at or about the Closing Date; (vii) certified resolutions from the Secretary of the Acquiree dated at or about the Closing Date authorizing the transactions contemplated under this Agreement; (viii) the Registration Rights Agreement described in Exhibit "B" signed by each of the Acquiree Shareholders; (ix) the Escrow Agreement described in Exhibit "A" signed by the Acquiree Shareholders and the Escrow Agent; (x) an Employment Agreement described in Exhibit "D" signed by M▇▇▇▇▇ ▇▇▇▇▇▇ and RCM; (xi) an Employment Agreement described in Exhibit "E" signed by B▇▇▇▇ ▇▇▇▇▇▇ and RCM; (xii) an Investor Representation Letter described in Exhibit "F" signed by each of the Acquiree Shareholders; (xiii) a Standstill and Shareholders' Agreement described in Exhibit "C" signed by each of the Acquiree Shareholders and RCM; (xiv) resignations of all officers and directors of Acquiree, following which L▇▇▇ ▇▇▇▇▇ and B▇▇▇▇ ▇▇▇▇▇▇ shall be elected by RCM a...

Transactions at Closing. At the Closing, (a) The Company shall deliver to each Seller or such Seller's representative: (i) A duly executed Compliance Certificate, substantially in the form of Exhibit C hereto; (ii) A duly executed Certificate of Designation, stamped to show that it has been filed with the Secretary of State of the State of Delaware; (iii) Certificates registered in the names of the Seller representing the number of Rally's Shares to be issued to such Seller pursuant to Section 1.2 hereof; (iv) A copy of the Notification of Listing of Additional Shares to be delivered to the NASDAQ National Market with respect to the Rally's Shares; and (v) Such other documents and instruments as the Sellers and their counsel may reasonably request relating to the consummation of this Agreement. (b) Each Seller shall deliver to the Company: (i) A duly executed Compliance Certificate, substantially in the form of Exhibit D hereto; (ii) Certificate(s) representing the Checkers Shares being delivered by such Seller pursuant to Section 1.1 hereof, duly endorsed for transfer or together with a stock power duly executed in blank, together with any opinions of counsel required by the transfer agent for the Checkers Common Stock in connection with the transfer of the Checkers Shares to the Company; and (iii) Such other documents and instruments as the Company may reasonably request relating to the consummation of this Agreement. (c) The conditions set forth in Articles 5 and 6 hereof shall have been satisfied or waived as provided therein.

Transactions at Closing. At the Closing, and on the basis of the representations, warranties, covenants and agreements made herein and in the exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereof: