Transactions to be Effected at the Closing Clause Samples
POPULAR SAMPLE Copied 1 times
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...
Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will:
(i) pay to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an aggregate amount equal to (A) the Purchase Price minus (B) the Aggregate VCS Payment Amount;
(ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and
(iii) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement.
(b) At the Closing, each Seller will deliver to the Buyer:
(i) all such Seller’s right, title and interest in and to the percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all Liens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (z) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and
(ii) all documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement.
(c) Immediately prior to the Closing, all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Company pursuant to this Section 2.3(c) shall be made concurrently with the Closing.
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) 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. At the Closing, the following transactions shall be effected by the parties to this Agreement:
(a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to Acquiror:
(i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date;
(ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter;
(iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing;
(iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied;
(v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable;
(vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing;
(vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo;
(viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii);
(ix) a Spousal Consent from each Seller Guarantor duly execute...
Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will (i) pay to the Seller the Purchase Price, adjusted in accordance with subsection 2.2(b) above and less the amounts paid pursuant to subsection 2.2(c) above by paying such sum to the Seller by transfer of immediately available funds in accordance with instructions provided by the Seller, (ii) deliver to the Seller a certificate or certificates representing the Buyer Shares duly endorsed or accompanied by stock powers duly endorsed in blank and (iii) deliver to the Seller all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to this Agreement.
(b) At the Closing, the Seller will deliver to the Buyer (i) a certificate or certificates representing the Shares duly endorsed or accompanied by stock powers duly endorsed in blank and (ii) all other documents, instruments or certificates required to be delivered by the Seller at or prior to the Closing pursuant to this Agreement.
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:
(i) deliver to Seller:
(A) the Closing Date Payment by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer no later than five Business Days prior to the Closing Date; 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 Acquired Companies or Seller, the following amounts:
(A) Indebtedness of the Acquired Companies 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;
(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; and
(C) Seller’s Fees.
(iii) deliver to the Escrow Agent:
(A) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon, if any, and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in Section 2.04(d);
(B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VIII and the obligations of Seller in Section 2.04(d) and Section 6.09 and;
(C) the Escrow Agreement.
(b) At the Closing, Seller shall:
(i) deliver to Buyer:
(A) stock certificates evidencing the Shares, free and clear of all Encumbrances, other than those imposed by applicable securities laws, 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; and
(B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller or the Company at or prior to the Closing pursuant to Section 7.02 of this Agreement.
(ii) deliver to the Escrow Agreement to the Escrow Agent.
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall:
(i) deliver to Seller:
(A) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller;
(B) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller; 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.
(b) At the Closing, Seller shall deliver to Buyer:
(i) stock certificates evidencing the Impact 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; and
(ii) the Ancillary 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 Seller:
(i) the Purchase Price, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer; and
(ii) fully executed versions of 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 7.02 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 or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and
(ii) fully executed versions of the 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 7.01 of this Agreement.