Common use of Transactions at Closing Clause in Contracts

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,, the following transactions shall occur, which transactions shall be deemed to 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: 4.2.1 The Seller shall sell, transfer, convey, assign and deliver the Assets to the Purchaser, including a master copy of each of the Product Lines (ain both source code and object code form) and third party software used in connection therewith. 4.2.2 The Company Purchaser shall cause the transfer of the Cash Payment by wire transfer to an account designated by Seller, or by banker's check or such other form of payment as is mutually agreed. 4.2.3 The Purchaser shall deliver to each Seller or such SellerInsci an unexecuted form of resolutions of the Purchaser's representative:Board of Directors issuing the Shares to Insci, attached hereto as Exhibit C, together with an unexecuted form of notice of issuance of the Shares to the Israel Registrar of Companies, attached hereto as Exhibit C1, the registration of the Shares in the name of Insci in the share transfer register of the Purchaser (i) A duly executed Compliance Certificate4.2.4 The Purchaser and Insci shall execute the Pledges, substantially in the forms attached hereto as Exhibits D1 and D2. 4.2.5 The Purchaser and Insci shall execute the Share Repurchase Agreement , in the form of attached hereto as Exhibit C hereto;E. (ii) A duly executed Certificate of Designation4.2.6 The Seller, 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 Lognet and instruments as the Sellers and their counsel may reasonably request relating to the consummation of this Agreement. (b) Each Seller Insci shall deliver to the Company: (i) A purchaser duly executed Compliance Certificate, substantially copies of the Letter of Undertaking regarding Non-Competition and Non-Solicitation of Employees 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 attached hereto 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.Exhibits G.