Transactions to be Effected at the Closing Clause Samples
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Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties:
(a) the Sellers shall deliver to the Buyer certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer;
(b) the Buyer shall pay to each Seller by wire transfer of immediately available funds to a bank account designated in writing by each such Seller (such designation to be made at least two (2) Business Days prior to the Closing Date), (i) with respect to the Common Shares held by such Seller, the product of (x) the Per Common Share Closing Date Cash Consideration, if any, multiplied by (y) the Common Shares outstanding on the Closing Date owned by such Seller as listed on Schedule 4.5(a) attached hereto (as the same may be updated prior to the Closing in accordance with Section 2.1(b)) and (ii) with respect to the Preferred Shares held by such Seller, the product of (x) the Per Preferred Share Cash Consideration multiplied by (y) the number of Preferred Shares outstanding on the Closing Date owned by such Seller as listed on Schedule 4.5(a) attached hereto;
(c) the Buyer shall deliver to each Seller a number of shares of Buyer Common Stock, which may be represented by one or more certificates or may be uncertificated, at each Seller’s election, equal to the product of (x) the Per Share Buyer Stock Consideration multiplied by (y) the number of Common Shares outstanding on the Closing Date owned by such Seller as listed on Schedule 4.5(a) attached hereto (as the same may be updated prior to the Closing in accordance with Section 2.1(b)), less any shares of Buyer Common Stock delivered to the Escrow Agent in accordance with the last sentence of the definition of Closing Date Common Stock Cash Consideration; provided, that any payment hereunder to be made in the form of shares of Buyer Common Stock shall be made only in whole shares, and any fractional shares shall be rounded up to the nearest whole share; and
(d) the Buyer shall deliver to the Bank by wire transfer of immediately available funds to such bank account of the Bank designated in writing by the Bank (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount equal to the Credit Agreement Outstanding Payoff Amount;
(e) the Buyer shall deliver the Escrow Amount, including any shares of Buyer Common Stock, if applicable, to the Escrow Agent to be held and disbursed in accordance with the terms of the Escr...
Transactions to be Effected at the Closing. At the Closing:
(a) Parent shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein; and
(b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein.
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall:
(i) deliver to Sellers:
(A) the Closing Date Payment, by wire transfer of immediately available funds to the accounts designated in writing by each Seller to Buyer no later than five (5) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and
(B) the Ancillary Documents and 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.
(ii) pay, on behalf of the Company or the Sellers, the following amounts:
(A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and
(B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate.
(b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer:
(i) duly executed assignments of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and
(ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement.
Transactions to be Effected at the Closing. At the Closing:
(a) Each Contributor shall deliver, or cause to be delivered by the Contributors’ Representative, to PEGC I OP:
(i) instruments of transfer, in form and substance reasonably satisfactory to PEGC I OP, sufficient to transfer ownership of the Contributed Interests set forth opposite the name of such Contributor on Exhibit A hereto, to PEGC I OP, free and clear of all Liens other than Permitted Liens, duly executed by such Contributor;
(ii) if such Contributor is not an individual, a certificate of good standing of such Contributor certified by the Secretary of State of the jurisdiction of organization of such entity, dated as of a date within ten (10) Business Days before the Closing Date;
(iii) if such Contributor is not an individual, a certificate of the secretary, general partner or manager, as applicable, of such Contributor, dated as of the Closing Date, in form and substance reasonably satisfactory to PEGC I OP, as to the resolutions of the directors, general partner or managers, as applicable, of such Contributor authorizing the execution and performance of this Agreement, the Ancillary Agreements and the Transactions;
(iv) copies of each Ancillary Agreement to which such Contributor is a party, duly executed by such Contributor; and
(v) all other documents required to be delivered by such Contributor pursuant to Article VII, duly executed by such Contributor.
(b) The Contributors’ Representative shall (on behalf of the Contributors) deliver to PEGC I OP:
(i) a certificate of good standing for each Contributed Company, and a copy of the certificate of incorporation (or comparable document) and all amendments thereto of each Contributed Company, in each case certified by the Secretary of State of the jurisdiction of organization of such entity, each dated as of a date within ten (10) Business Days before the Closing Date;
(ii) a certificate of the secretary, general partner or manager, as applicable, of each Contributed Company, dated as of the Closing Date, in form and substance reasonably satisfactory to PEGC I OP, as to: (A) no amendments to the certificate of incorporation (or comparable document) of such Contributed Company since the date of the certificate delivered to PEGC I OP pursuant to Section 1.03(b)(i); (B) the by-laws (or comparable document) of such Contributed Company in effect as of the Closing Date; and (C) if applicable, the resolutions of the directors or managers, as applicable, of such Contributed Company authoriz...
Transactions to be Effected at the Closing. At the ------------------------------------------- Closing:
(a) The Founders shall deliver to IHS evidence reasonably satisfactory to IHS and its counsel of the repurchase (or exercise) of all Debenture Warrants that have been repurchased (or exercised) prior to the Closing Date, and IHS shall deliver to the Founders, by wire transfer in immediately available funds to the bank account or accounts previously specified by the Founders, the aggregate amount due in accordance with Section 2.01(a), as partial reimbursement of the amount paid by the Founders to the holders of the Debenture Warrants in connection with such repurchases (or exercises).
(b) IHS shall deliver (i) to Holdings, appropriately executed bills of sale, assignments and other instruments of transfer relating to the Acquired Assets and assignments and other instruments of transfer relating to the IHS Contributed Shares, in each case in form and substance reasonably satisfactory to the Founders and their counsel, (ii) to Holdings, Merger Sub and the Founders, appropriately executed counterparts of each of the Ancillary Agreements to which it is a party, (iii) to Holdings, Merger Sub and the Founders, all other agreements, documents and certificates identified in Section 7.02 and (iv) to Holdings, Merger Sub and the Founders, any additional agreement, document or certificate reasonably requested by Holdings, Merger Sub or the Founders, or its or their respective counsel, to demonstrate compliance with the covenants, and satisfaction of the conditions precedent, set forth in this Agreement.
(c) Each of the Founders shall deliver (i) to Holdings, appropriately executed assignments and other instruments of transfer relating to the Founders Contributed Shares held by such Founder, in each case in form and substance reasonably satisfactory to IHS and its counsel, (ii) to IHS, Holdings and Merger Sub, appropriately executed counterparts of each of the Ancillary Agreements to which such Founder is a party, (iii) to IHS, Holdings and Merger Sub, all other agreements, documents and certificates identified in Section 7.02 and (iv) to IHS, Holdings and Merger Sub, any additional agreement, document or certificate reasonably requested by IHS, Holdings or Merger Sub, or counsel to IHS, to demonstrate compliance with the covenants, and satisfaction of the conditions precedent, set forth in this Agreement.
(d) Holdings shall deliver (i) to IHS, 7,989,877 shares of Holdings Common Stock, (ii) to each of the Fo...
Transactions to be Effected at the Closing. (a) At the Closing, the Sellers shall deliver to the Buyer or one or more of its Designated Affiliates, as applicable:
(i) (x) a b▇▇▇ of sale, assignment and assumption agreement, intellectual property assignments (including a patent assignment and trademark assignment), and the other assignments, certificates and other appropriate documents of transfer, including assignments related to the Assigned Contracts, transferring the Purchased Assets to the Buyer (or one or more of its Designated Affiliates) and (y) a special warranty deed (or local equivalent) (each, a “Deed”) transferring fee simple title to each parcel of the Transferred Real Property to the Buyer (or one or more of its Designated Affiliates), in the forms attached hereto as Exhibit B (the “Assignment Documents”), in each case, duly executed and acknowledged by the Sellers and the other applicable members of the Seller Group;
(ii) a Restrictive Covenants Agreement, duly executed by each Person set forth on Section 9.07 of the Disclosure Schedules;
(iii) the Escrow Agreement, duly executed by each Seller and the Escrow Agent;
(iv) a certificate, duly executed by each Seller, of such Seller’s non-foreign status in a form and manner that complies with Section 1445 of the Code and the Treasury Regulations promulgated thereunder and a duly executed IRS Form W-9 claiming a complete exemption from backup withholding;
(v) a certificate, duly executed by the Secretary or Assistant Secretary of each Seller, certifying (A) that each of the conditions set forth in Section 5.2(a), Section 5.2(b), Section 5.2(c) and Section 5.2(d) have been satisfied, (B) that attached thereto are true and complete copies of all resolutions adopted by the board of directors and shareholders of such Seller authorizing the execution, delivery and performance of this Agreement and any Transaction Documents to which such Seller is party and the consummation of the Transaction, (C) that all such resolutions are in full force and effect on the date hereof and are all the resolutions adopted in connection with the Transaction, and (D) the names and signatures of the officers of such Seller authorized to sign this Agreement, the Transaction Documents and all other documents to be delivered hereunder and thereunder;
(vi) such other instruments of transfer, assumption, filings or documents (including, but not limited to, gap indemnities, owner’s affidavits and such other documents as may be necessary or appropriate for purposes of re...
Transactions to be Effected at the Closing i. At the Closing, concurrently with the OpCo Closing and in exchange for the PropCo Purchase Price, Seller and PropCo Purchaser (or its designee) shall perform their respective obligations under the Real Estate Purchase Agreement, to effect the Real Estate Purchase and the PropCo Closing, in accordance with and subject to the terms and conditions set forth in the Real Estate Purchase Agreement (including the conditions to the PropCo Closing set forth in Section 9 of the Real Estate Purchase Agreement); provided, however, that if PropCo Purchaser assigns the Real Estate Purchase Agreement to either one or more Subsidiaries or a debt financing source for the purpose of funding the transactions contemplated hereby pursuant to the terms of the Real Estate Purchase Agreement, PropCo Purchaser shall guarantee all of the obligations of its designee thereunder.
ii. Seller shall conduct a physical counting of the cash of Seller and its Affiliates located on the Premises as of the Reference Time (the “Cash Count”). The aggregate amounts of cash determined in accordance with the preceding sentence, absent any dispute from OpCo Purchaser or its representatives in connection with the Cash Count, shall be deemed an OpCo Acquired Asset and included in the determination of the amount of Final Closing Net Working Capital, subject to adjustments pursuant to Section 4(d). To the extent not prohibited by applicable Gaming Authorities or applicable Law, OpCo Purchaser may have its representatives present during the Cash Count and such representatives shall have the right to dispute or sign off on the due completion and outcome of the Cash Count on the Closing Date and (A) to the extent such outcome is disputed, without limitation of either OpCo Purchaser’s or Seller’s rights under Section 4(d), and (B) to the extent such outcome is signed off on, shall be final and binding for purposes of determining Final Closing Net Working Capital; provided, however, that such representatives shall not interfere with Seller’s conduct of the Cash Count.
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller:
(i) the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Closing Adjustment pursuant to Section 2.04, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than the Closing Date; and
(ii) the Transaction Documents and 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) an assignment of the Membership Interests to Buyer in the form of Exhibit A (the “Assignment”), duly executed by Seller; and
(ii) the other Transaction Documents and 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.
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Sellers:
(i) the Edison Shares, in the amount set forth on the signature pages hereto;
(ii) The Earn-Out Agreement substantially in the form set forth on Exhibit B hereto, executed by Buyer; and
(iii) any and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 8.03 of this Agreement, or as otherwise determined by Buyer in its sole discretion.
(b) At the Closing, Sellers 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 or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto;
(ii) The Earn-Out Agreement substantially in the form set forth on Exhibit B hereto;
(iii) all other agreements, documents, instruments or certificates required to be delivered by a Seller at or prior to the Closing pursuant to Section 8.02 of this Agreement.
(c) At the Closing, the Company shall deliver the secretary’s certificate required by Article VIII hereof and all agreements, documents, instruments or certificates to be delivered by the Company at or prior to the Closing, as determined by Buyer in its sole discretion.
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall:
(i) deliver to Sellers’ Representative:
(A) the Closing Date Cash Payment by wire transfer of immediately available funds to an account designated in writing by Sellers’ Representative to Buyer on the Closing Date. Sellers’ Representative shall have the option to provide wiring instructions to Buyer for each of the individuals that constitute the Sellers so that the Buyer shall wire transfer the appropriate pro rata amount to each individual based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules);
(B) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of $3,935,000 of the Common Stock Payment which the parties agree shall equal an aggregate of 753,831 shares of Buyer’s Common Stock (such shares, the “Initial Shares”); and
(C) the Ancillary Documents and 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, including, without limitation, (i) the Employee Retention Bonus Agreements with certain employees of the Company, providing for delivery of a cumulative amount of $570,000 in aggregate cash retention bonuses, and (ii) the Seller Retention Bonus Agreements with the Sellers, providing for delivery of a cumulative amount of $1,710,000 in Retention Bonus Shares, based on the price per share of Buyer’s Common Stock specified above in Section 2.02(a) for purposes of determining the Common Stock Payment (which the parties agree shall equal an aggregate of 327,587 shares of Buyer’s Common Stock).
(ii) pay, on behalf of the Company or Sellers, the following amounts:
(A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and
(B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate.
(iii) deliver to the Escrow Agent:
(A) Stock certificates in the name of each Seller representing such number of shares of Buyer’s Common Stock equal to such Seller’s pro rata portion (based on each ...