Transactions on the Closing Date. (a) At the Closing, the Company will deliver to ARAC the following: (i) a General Indenture of Conveyance, Assignment and Transfer substantially in the form of Exhibit B attached hereto duly executed by the Company in favor of ARAC and all such other deeds, bills of sale, assignments, or other instruments of transfer and conveyance as shall be necessary or appropriate, in the reasonable judgment of ARAC, to transfer title to and possession of all of the Purchased Assets to ARAC, and the Company shall take all other steps as may be necessary to put ARAC in actual control of all of the Purchased Assets. The Company shall make available to ARAC all documents (or copies thereof) and other data, technical or otherwise, which are owned by the Company which relate to the Purchased Assets or to the Business and which will be necessary for the conduct of the Business after the Closing Date, including, without limitation, such books of accounts and financial records as ARAC may reasonably request; (ii) an employment agreement dated the Closing Date duly executed on behalf of ARAC in favor of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, substantially in the form attached hereto as Exhibit C (together with the "Restrictive Letter" and any other exhibits attached thereto, the "Employment Agreement"); (iii) restrictive letters dated the Closing Date duly executed by ▇▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ substantially in the form of Exhibit D attached hereto (the "Non-Compete Agreements"); (iv) an opinion of counsel to the Company and the Shareholders in form and substance satisfactory to ARAC; (v) an unaudited balance sheet of the Company as of August 31, 1997 (the "Reference Balance Sheet Date"), together with a written statement describing any significant changes in financial condition since the Balance Sheet Date; and (vi) such other certificates and documents as may be reasonably requested by ARAC or their counsel. (b) At the Closing, ARAC will deliver to the Company the following: (i) the Cash Consideration; (ii) the Questron Shares; (iii) the Note; and (iv) an Instrument of Assumption relating to the Assumed Liabilities in the form of Exhibit E annexed hereto.
Appears in 1 contract
Transactions on the Closing Date. Date
(a) At the Closing, the Company Sellers will deliver to ARAC Questron the following:
(i) a General Indenture of Conveyancestock certificates, Assignment and Transfer substantially in form suitable for transfer, registered in the form name of Exhibit B each Seller, evidencing the number of Shares set forth opposite such Seller's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and with any necessary stock transfer tax stamps attached hereto duly executed by thereto;
(ii) all stock certificates, stock books, stock transfer ledgers, minute books and the Company in favor corporate seals of ARAC and all such other deeds, bills of sale, assignments, or other instruments of transfer and conveyance as shall be necessary or appropriate, in the reasonable judgment of ARAC, to transfer title to and possession Company;
(iii) resignations of all of the Purchased Assets to ARAC, directors and the Company shall take all other steps as may be necessary to put ARAC in actual control of all officers of the Purchased Assets. The Company shall make available to ARAC Company;
(iv) duly executed signature cards for all documents (or copies thereof) and other data, technical or otherwise, which are owned by bank accounts of the Company which relate are necessary to establish Questron's designees as the Purchased Assets or to the Business and which will be necessary authorized signatories for the conduct of the Business after the Closing Date, including, without limitation, such books of accounts and financial records as ARAC may reasonably requestaccounts;
(iiv) an employment agreement dated the Closing Date duly executed on behalf of ARAC in favor of by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, substantially in the form attached hereto as Exhibit C (▇ together with the "Restrictive Letter" and any other exhibits attached thereto, substantially in the "Employment Agreement")form attached hereto as Exhibit A-1;
(iiivi) restrictive letters an employment agreement dated the Closing Date duly executed by ▇▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ., together with the "Restrictive Letter" and any other exhibits attached thereto, substantially in the form of Exhibit D attached hereto (the "Non-Compete Agreements")as Exhibit A-2;
(iva) an opinion a Certificate of counsel the Secretary of the Company attaching and certifying as true and correct copies of the Company's Articles of Incorporation, By-laws and resolutions authorizing the execution and delivery of and the transactions contemplated by this Agreement, all as amended to the date of and in effect at the Closing; and (b) a recently dated Certificate of the Secretary of State of the State of Pennsylvania evidencing the good standing of the Company under the laws of such jurisdiction and recently dated Certificates of the Shareholders Secretary of State of such other jurisdictions in form and substance satisfactory to ARAC;which the Company is doing business, if any, evidencing the good standing of the Company under the laws of such jurisdictions; and
(vviii) an unaudited balance sheet of the Company as of at August 31, 1997 (the "Reference Balance Sheet DateSheet"), together with a written statement describing any significant changes in financial condition since the Balance Sheet Datethat date; and
(viix) such other certificates and documents as may be reasonably requested by ARAC Questron or their its counsel. The employment agreements referred to in items (v) and (vi) above shall be referred to hereinafter as the "Employment Agreement(s)".
(b) At the Closing, ARAC Questron will deliver to the Company Sellers the following:
(i) the Cash Considerationshares representing the Questron Common Stock;
(ii) the Employment Agreement duly executed on behalf of Questron Sharesin favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇;
(iii) the NoteEmployment Agreement duly executed on behalf of Questron by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.; and
(iv) an Instrument of Assumption relating to such other certificates and documents as may be reasonably requested by the Assumed Liabilities in the form of Exhibit E annexed heretoSellers or their counsel.
Appears in 1 contract
Transactions on the Closing Date. (a) At The parties hereto agree that, on the ClosingClosing Date, the Company will deliver following transactions shall be deemed to ARAC the followingoccur automatically, without further action by any party hereto:
(iA) a General Indenture of Conveyance, Assignment the Existing Credit Agreement shall be deemed to be amended and Transfer substantially restated in its entirety in the form of Exhibit B attached hereto duly executed by this Agreement;
(B) all Existing Obligations outstanding on the Company in favor of ARAC and all such other deeds, bills of sale, assignments, or other instruments of transfer and conveyance as shall be necessary or appropriate, in the reasonable judgment of ARACClosing Date shall, to transfer title to and possession of all of the Purchased Assets to ARAC, and the Company shall take all other steps as may be necessary to put ARAC in actual control of all of the Purchased Assets. The Company shall make available to ARAC all documents (or copies thereof) and other data, technical or otherwise, which are owned by the Company which relate to the Purchased Assets or to the Business and which will be necessary for the conduct of the Business after extent not paid on the Closing Date, including, without limitation, such books of accounts and financial records as ARAC may reasonably request;be deemed to be Obligations outstanding hereunder; and
(iiC) an employment agreement dated the Security Documents, including the Liens created thereunder in favor of Agent for the benefit of Agent and Lenders or in favor of Agent and Lenders, as applicable, and securing payment of the Existing Obligations, as the same may be amended and/or restated on the Closing Date, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and
(D) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendments to this Agreement. The parties acknowledge and agree that this Credit Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Obligations and that, as of the Closing Date, all such Existing Obligations will in all respects be continued and outstanding as Obligations under this Credit Agreement and the Notes with only the terms being modified from and after the Closing Date as provided in this Credit Agreement, the Notes and the other Loan Documents. Until the earlier of such time as the conditions to the Initial Loans set forth in Subsection 7.1 have been satisfied, or in the event this Agreement is terminated in accordance with Subsection 7.1, the Existing Credit Agreement shall continue to remain in effect in accordance with its terms. Witness the due execution hereof by the respective duly executed on behalf authorized officers of ARAC in favor the undersigned as of the date first written above. PORTOLA PACKAGING, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, substantially in the form attached hereto as Exhibit C (together with the "Restrictive Letter" and any other exhibits attached thereto, the "Employment Agreement");
(iii) restrictive letters dated the Closing Date duly executed by ▇▇▇▇▇▇ ▇. ▇▇▇ and ------------------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ---------------------------------- Title: President --------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION, as Agent, an L/C Issuer and a Lender By: /s/ ▇▇▇▇▇▇▇ substantially in the form of Exhibit D attached hereto (the "Non-Compete Agreements");
(iv) an opinion of counsel to the Company and the Shareholders in form and substance satisfactory to ARAC;
(v) an unaudited balance sheet of the Company as of August 31, 1997 (the "Reference Balance Sheet Date"), together with a written statement describing any significant changes in financial condition since the Balance Sheet Date; and
(vi) such other certificates and documents as may be reasonably requested by ARAC or their counsel.
(b) At the Closing, ARAC will deliver to the Company the following:
(i) the Cash Consideration;
(ii) the Questron Shares;
(iii) the Note; and
(iv) an Instrument of Assumption relating to the Assumed Liabilities in the form of Exhibit E annexed hereto.▇▇▇▇▇▇▇▇ --------------------------------------- Its: Authorized Signature SCHEDULE 1.2
Appears in 1 contract