Transactions to be Effected Clause Samples

Transactions to be Effected. At the Closing, on the terms and subject to the conditions of this Agreement: (i) the Seller shall deliver to the Buyer an appropriately executed and authenticated ▇▇▇▇ of Sale and such other instruments of sale, assignment, transfer and conveyance to the Buyer of the Acquired Assets as the Buyer or its counsel may reasonably request, such instruments to be reasonably satisfactory in form to the Buyer and its counsel; (ii) the Buyer shall deliver to the Seller the Purchase Price by wire transfer to a bank account which shall be designated in writing by the Seller at least two business days prior to the Closing Date; and (iii) the Buyer shall use its commercially reasonable best efforts to cause the Franchisor to terminate the Franchise Agreements as of the Closing and to release the Seller from any and all obligations thereunder (other than the payment of franchisee fees payable thereunder for any periods ending on or prior to the date of Closing). The Agreement pursuant to which such Franchise Agreements are terminated and such obligations of the Seller thereunder are released shall be in form and substance reasonably satisfactory to the Seller and its counsel. The Seller agrees to pay to the Franchisor at the time of Closing all franchise fees payable under or with respect to such Franchise Agreements for all periods ending on or prior to the date of Closing.
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Transactions to be Effected. (a) At the Closing, Buyer shall deliver to Seller: (i) the Closing Consideration, subject to any Closing Adjustment pursuant to Section 2.04(a), the cash portion of which, less the Closing Holdback Amount pursuant to Section 2.03(d), shall be by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than two (2) Business Days prior to the Closing Date and certificate(s) representing the Buyer Stock issued in the name of Seller; and (ii) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers, notarial or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement. (c) On October 31, 2014, Buyer shall deliver to Seller, at the direction of the Seller’s Representative, such of the Deferred Purchase Payment remaining after offset and holdback as provided by Section 8.06. A late payment by Buyer will accrue interest at a rate per annum of eight percent (8%), calculated daily on the basis of a 365-day year and the actual number of days elapsed, without compounding, and Buyer shall be responsible for any costs of collection, including reasonable attorneys’ fees. (d) Buyer shall set aside from the cash portion of the Closing Consideration an amount equal to the Closing Holdback Amount for the purposes of promptly disbursing certain pre-agreed payments out of the closing proceeds against certain obligations of the Company and/or the Company Subsidiaries as set forth on Schedule I.
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Transactions to be Effected. (a) On the Initial Funding Date, the Initial Purchasers shall deliver to the Issuer funds in an amount equal to the Initial Advance Amount of the Notes; and (b) upon such delivery, the Issuer shall deliver to the Initial Purchasers the Notes and the Note Principal Balance of the Notes so held shall be increased to reflect such initial Advance.
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Transactions to be Effected. At each individual Closing: (a) The applicable Seller shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Seller Closing Documents”): (i) a limited or special warranty deed in a form reasonably acceptable to Sellers and Buyer, subject to the Permitted Exceptions; (ii) a ▇▇▇▇ of sale in a form of Exhibit B attached hereto; (iii) an assignment and assumption agreement as to the Leases, in the form of Exhibit C attached hereto (the “Assignment of Leases”); (iv) an assignment and assumption agreement as to the Contracts and Intangible Property, in the form of Exhibit D attached hereto (the “General Assignment”); (v) a certificate stating such Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (vi) a notice, which Buyer may send to each of the tenants of an Acquired Property informing the tenants of the sale of the Property and directing that all rent and other sums payable under such tenant's lease or sublease is to be paid as set forth in the notice; (vii) a vendor’s certificate in form acceptable to Seller and sufficient for the Title Company to delete the standard "non-survey" exceptions from each owner's policy of title insurance; such evidence of such Seller’s power and authority; and such other documents and agreements as the Title Company may reasonably require in order to issue each owner’s policy of title insurance; (viii) a closing statement; (ix) all keys, access codes or combinations applicable to the Property; (x) a rent roll for each Acquired Property certified as of the applicable Closing as true and correct to Seller’s knowledge prepared by Seller; (xi) a certificate (the "Closing Survey Certificate") stating that, since the Merger Date, Seller has not modified the boundaries of the Property or materially modified the exterior of any buildings on the Property, or to the extent that such modifications have been made, a disclosure statement regarding the same; (xii) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located (including, as applicable, (i) all transfer declarations, (ii) such forms, if any, as may be required to provide for withholding from Sellers net proceeds o...
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Transactions to be Effected. At the Closing, on the terms and subject to the conditions of this Agreement: (i) the Sellers shall deliver to the Buyer (A) such appropriately executed and authenticated instruments of sale, assignment, transfer and conveyance to the Buyer of the Acquired Assets as the Buyer or its counsel may reasonably request, such instruments to be reasonably satisfactory in form to the Buyer and its counsel, (B) a certificate or certificates representing all the outstanding shares of capital stock (the "Subsidiary Shares") of the Subsidiaries owned by the Sellers, duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed, and (C) the documents to be delivered by the Sellers pursuant to Section 3(a); and (ii) the Buyer shall deliver to the Sellers (A) by wire transfer to one or more bank accounts designated in writing by MFI on behalf of the Sellers at least two business days prior to the Closing Date, immediately available funds in an amount equal to $5,357,000, (B) notes of the Buyer (the "Buyer Notes"), registered in the name of MFI or its designees, which Buyer Notes shall consist of three series of senior secured notes (with respective aggregate principal amounts equal to $2,000,000 (the "MFI Series 1 Notes"), $3,000,000 (the "MFI Series 2 Notes") and $10,000,000 (the "MFI Series 3 Notes")), and one series of senior subordinated notes (with an aggregate principal amount of $4,643,000 (the "MFI Series 4 Notes")), all of which notes shall have the terms set forth in the form of Note Agreement (the "Buyer Note Agreement") attached hereto as Exhibit A, (C) such instruments of assumption with respect to the Assumed Liabilities, appropriately executed and authenticated by the Buyer, as the Sellers or their counsel may reasonably request, such instruments to be reasonably satisfactory in form to the Sellers and their counsel, and (D) the documents to be delivered by the Buyer pursuant to Section 3(b).
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Transactions to be Effected. At the Closing, on the terms and --------------------------- subject to the conditions of this Agreement and the Closing Escrow Agreement:
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Related to Transactions to be Effected

  • Transactions to be Effected at the Closing (a) At the Closing, ParentCo shall deliver to the Transferors: (i) Each Transferor’s pro-rata allocation of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors shall deliver to ParentCo: (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company at or prior to the Closing pursuant to Section 10.02 of this Agreement

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • CONDITIONS TO THE MERGER SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

  • CONDITIONS TO CONSUMMATION OF THE MERGER 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to the Mergers 36 Termination of the Mergers and the Merger Agreement..................... 37