Closing

249 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Closing Deliverables

   (a) At the Closing, Seller shall deliver to Buyer the following: (i) a bill of sale in the form of Exhibit A attached hereto (the “ Bill of Sale ”) and duly executed by Seller, transferring the Assets Buyer; (ii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to the resolutions of the board of directors and the stockholders of Seller, which authorize the execution, delivery and performance of this Agreement, the Bill of Sale and the other agreements, instruments and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “ Transaction Documents ”) and the consummation of the transactions contemplated hereby and thereby; 2 (iii) such other customary instruments of transfer or assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement; and (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Note Cancellation Agreement; (ii) a UCC termination statement Dalrymple which shall have been filed with the Texas Secretary of State, as to Bitech and Seller; (iii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; (iv) copies of Seller’s bank statements since January 1, 2021 as it relates to the Business. 4. REPRESENTATIONS AND WARRANTIES OF SELLER In order to induce the Buyer to enter into this Agreement and to consummate the transactions contemplated under this Agreement, the Seller makes the following representations, warranties and covenants, each of which is relied upon by Buyer in consummating the transactions contemplated hereby regardless of any other investigation made or information obtained by the Buyer: 4.1 Organization, Power and Authority . The Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has full corporate power and authority to perform the transactions and agreements contemplated by this […]

   Bitech Technologies Corp (BTTC) (CIK 0001066764) · filed 2024-11-26 · read the filing · this wording recurs in 10 agreements we hold

2. 02

   Closing

   The purchase and sale of the Shares by the Buyer (the “ Closing ”) shall take place remotely via the exchange of documents and signatures on the date of this Agreement or on such other date as is mutually agreed upon by the Company and the Purchasers. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer certificates (or evidence of book entry) representing the Shares, duly endorsed for transfer to the Buyer or accompanied by duly executed stock powers, and the Buyer shall execute and deliver the Purchase Note to Buyer. SECTION 2. Representations and Warranties of the Seller The Seller hereby makes the following representations and warranties to the Buyer, all of which shall survive the Closing: 2.1 Ownership of Stock . (a) The Shares are owned by the Seller free and clear of all liens, encumbrances, charges, and assessments of every nature and subject to no restrictions with respect to transferability. The Seller has full power and authority to assign and transfer the Shares to the Buyer in accordance with the terms hereof. (b) Except for this Agreement, there are no outstanding options, contracts, calls, commitments, agreements, rights to purchase, rights of first refusal, proxies, powers of attorney, demands, or rights of any character relating to the Shares

   LIQUIDMETAL TECHNOLOGIES INC (LQMT) (CIK 0001141240) · filed 2024-10-15 · read the filing · this wording recurs in 8 agreements we hold

3. 03

   Access to Information Prior to the Closing

   During the period from the date of this Agreement through the Closing Date, Seller shall give Buyer and its accountants, counsel and other representatives access during normal business hours to the offices, facilities, properties, employees, customers, vendors, distributors, books and records of Seller as Buyer may request. As part of such access, during the period from the date of this Agreement through the Closing Date, Buyer shall have the right to contact applicable third parties, including the landlord to the Leased Real Property and power company to the Power Agreement, with respect to the transactions contemplated by this Agreement

   CLEANSPARK, INC. (CLSK) (CIK 0000827876) · filed 2024-06-20 · read the filing · this wording recurs in 6 agreements we hold

4. 04

   Frustration of Closing Conditions

   With respect to the conditions to Purchaser’s and Seller’s respective obligations to consummate the transactions contemplated by this Agreement as provided hereunder and each such Party’s right to terminate this Agreement as provided in Section 8.1 , neither Purchaser nor Seller may rely on the failure of any condition set forth in this ARTICLE 7 to be satisfied if such failure was caused by such Party’s failure to act in good faith or to use its reasonable best efforts to cause the condition to be satisfied to the extent required by Section 5.3 . ARTICLE 8 TERMINATION 8.1 Termination by Mutual Consent. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing, whether before or after the date of the Stockholder Approval, by mutual written consent of Purchaser and Seller

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

5. 05

   The Closing

   (a) The closing of the purchase and sale of the Shares and the other transactions contemplated hereby (the “ Closing ”) shall take place on the fifth (5 th ) Business Day immediately after the date of this Agreement, or such other date as may be agreed by both Parties in writing (the “ Closing Date ”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (A) the original stock certificates representing the Shares, if any; (B) a share transfer form duly executed by the Seller in respect of the Shares in favor of the Purchaser; (C) a certified copy of the updated register of members or shareholder list, as applicable, of the Issuer reflecting the Purchaser as the sole holder of the Shares; (D) a new share certificate in the name of the Purchaser in respect of the Shares; (E) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (A) a wire transfer of immediately available funds into an account designated by the Seller in the amount of the First Payment; and (B) all such other documents and instruments, if any, that are mutually determined by such Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement. (c) Unless otherwise agreed by the Seller and the Purchaser, all actions at Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at Closing have been made. Each of the Seller and the Purchaser shall be responsible for its respective costs and professional fees associated with the Closing. 2. PURCHASER’S REPRESENTATIONS AND WARRANTIES The Purchaser makes the following representations and warranties to the Seller, each and all of which shall be true and correct as of the date of this Agreement and the Closing Date: 2.1. Authority; Binding Effect . The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due execution and delivery thereo […]

   GOLDEN HEAVEN GROUP HOLDINGS LTD. (GDHG) (CIK 0001928340) · filed 2024-04-19 · read the filing · this wording recurs in 3 agreements we hold

6. 06

   Covenant of Cardurion Following the Closing

   On and after the Closing Date, Cardurion shall use commercially reasonable efforts to promptly [**], which obligation shall be subject to Cardurion’s [**]. 7. CONDITIONS PRECEDENT TO CLOSING 7.1 Conditions Precedent to the Obligations of Cardurion . The obligations of Cardurion to consummate the transactions described in this Agreement shall be subject to the fulfillment on or before the Closing Date of the following conditions precedent, each of which may only be waived by Cardurion in its sole discretion: 7.1.1 Representations, Warranties and Covenants . The Imara Fundamental Representations shall have been true and correct in all respects when made and shall be true and correct in all respects as of the Closing Date. All other representations and warranties of Imara contained in this Agreement shall have been true and correct in all respects when made and shall be true and correct in all respects as of the Closing Date, except where the failure to be true and correct has not had a Material Adverse Effect (other than such representations and warranties that are qualified by materiality, which shall be true and correct without regard to any Material Adverse Effect qualifiers), with the same force and effect as if made as of the Closing Date, other than any such representations and warranties that are expressly made as of another date, and the covenants and agreements of Imara contained in this Agreement to be complied with by Imara on or before the Closing Date shall have been complied with in all material respects, and Cardurion shall have received a certificate from Imara to such effect signed by a duly authorized officer thereof

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 3 agreements we hold

7. 07

   Seller Closing Deliverables

   At the Closing, Seller shall deliver to Buyer the following: (a) documentation evidencing ownership of the Shares accompanied by powers effectuating the transfer of the Shares to Buyer, in form and substance reasonably satisfactory to Buyer, or, in the event that the Shares are held by an administrator, such stock transfer instructions as necessary and required to transfer ownership of the Shares to the Buyer, in each case duly executed by Seller. (b) A duly executed copy of that certain Stock Pledge and Security Agreement, dated as of the date hereof, between the Buyer and Seller in the form attached hereto as Exhibit B (the “Pledge Agreement”). (c) A duly executed copy of that certain Option Letter Agreement, dated as of the date hereof, between the Buyer and Seller in the form attached hereto as Exhibit C (the “Option Letter Agreement”). Section 2.03 Buyer’s Deliveries. At the Closing, Buyer shall deliver the following to Seller: (a) The Buyer Note pursuant to Section 1.02. (b) A duly executed copy of the Pledge Agreement. (c) A duly executed copy of the Option Letter Agreement. (d) Duly executed copies of that certain Stock Purchase Agreement by and between Michael Blend and CEE Holding Trust, collectively, with this Agreement, for the aggregate purchase by Buyer and CEE Holding Trust of 5.5 million shares of Class A Common Stock of the Company. ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof

   Lone Star Friends Trust (CIK 0001909643) · filed 2024-06-25 · read the filing · this wording recurs in 3 agreements we hold

8. 08

   Closing

   The closing of the purchase of the Shares pursuant to this Agreement (the “ Closing ”) shall take place at the offices of the Company, 850 West Chester Pike, Suite 205, Havertown, PA 19083 on March 28, 2022 (the “ Closing Date ”). On the day of Closing, Seller shall cause its broker to deliver the Shares to Computershare, N.A. (“ Computershare ”), which delivery may be made through the facilities of the Depository Trust Company Deposit or Withdrawal at Custodian (“DWAC”) system. If delivery of the Shares is made by DWAC, the Company shall notify Computershare of the broker name, phone number and number of shares of Shares to be transferred and shall instruct Computershare to accept the DWAC. 3. Representations and Warranties of Seller . Seller hereby makes the following representations and warranties to the Company as of the Date Hereof and as of the Closing Date, each of which shall survive the closing of the transactions contemplated by this Agreement: 3.1 Ownership of Shares; Title . Seller is the sole record and beneficial owner of the Shares free and clear of all liens, claims, pledges, security interests, options, purchase rights, charges, restrictions and encumbrances of any kind. Seller is not a party to or bound by any agreement, obligation, commitment, order, judgment or decree which prohibits the execution of this Agreement by Seller, or which would prohibit or restrict in any manner the transfer of the Shares in the manner contemplated hereby

   AMREP CORP. (AXR) (CIK 0000006207) · filed 2022-04-11 · read the filing · this wording recurs in 3 agreements we hold

9. 09

   HoldCo Obligations at Closing

   At the Closing, Holding Company shall deliver the HoldCo Equity to Seller. Article IV Covenants and Obligations of the Parties 4.1 Asset Transfers . Buyer covenants and agrees that, within sixty (60) days of the Closing Date (the “ Property Assignment Date ”), Buyer shall obtain ownership of certain assets having an enterprise value of at least a $45,000,000 as of such time, as determined in good faith by the Board of Directors of Buyer, which assets and values are initially expected to be as set forth on Schedule I (which Schedule may be updated in the sole discretion of Buyer up and until the Property Assignment Date)

   HUMBL, INC. (HMBL) (CIK 0001119190) · filed 2024-12-11 · read the filing · this wording recurs in 3 agreements we hold

10. 10

    Conduct of Business Prior to the Closing

    From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Purchaser (which consent shall not be unreasonably withheld or delayed), the Sellers shall (x) conduct the Business in the Ordinary Course; and (y) use commercially reasonable efforts to maintain and preserve intact the current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of their employees, customers, content suppliers, lenders, vendors, regulators and others having relationships with the Business. Subject to the provisions of this Article VI , the Seller Parties will take all such action as is within their power to control, and will use all reasonable efforts to cause other actions to be taken which are not within their power to control, so as to ensure compliance with all conditions which are for the benefit of the Purchaser. Subject to the provisions of this Article VI and subject to compliance with applicable Laws, the Parties will cooperate in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing. A- 40 6.8.1 Without limiting the foregoing, from the date hereof until the Closing Date, except (i) for actions taken during any period of full or partial suspension of operations related to the COVID-19 Pandemic that are reasonably necessary to (A) protect the health and safety of the employees of the Business or other business counterparties of Sellers, or (B) respond to third-party supply or service disruptions caused by the COVID-19 Pandemic, (ii) as required by applicable Law, (iii) as consented to in writing by the Purchaser (which consent shall not unreasonably be withheld, delayed or conditioned), or (v) as otherwise contemplated or required by the terms of this Agreement: (a) the Sellers shall use commercially reasonable efforts to, as it relates to the Business and the Purchased Assets: (i) preserve and maintain in good standing all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (ii) pay the debts, Taxes and other obligations of the Business when due; (iii) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to normal wear and tear; ( […]

    American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Conduct Pending the Closing

    From the Agreement Date until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 11.1 , except (i) as otherwise contemplated, permitted, or required by this Agreement, (ii) as required by Law, (iii) as set forth on Section 6.3 of the Disclosure Schedule or (iv) to the extent that Purchaser otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed, (x) Seller shall cause the Acquired Assets to be operated in the Ordinary Course of Business in all material respects and (y) Seller shall not: (a) sell, lease, transfer, or otherwise dispose of any of the Acquired Assets; (b) grant or suffer to exist any Lien (other than Permitted Liens) on any of the Acquired Assets; (c) commence any material Legal Proceeding, or settle, pay, discharge, or satisfy any Legal Proceeding, where such commencement, settlement, payment, discharge, or satisfaction would impose any restrictions or limitations upon the Acquired Assets following the Closing; (d) terminate, extend, or modify any Acquired Business Contract or Material Contract, other than to the extent explicitly contemplated or provided by this Agreement or any Related Agreement, or enter into any Contract in respect of the Acquired Assets or the Assumed Liabilities that, if in effect on the Agreement Date, would be a Material Contract; 49 (e) waive or release any right of material value, in each case related to any Acquired Assets or any Assumed Liabilities; (f) fail to keep in force and effect, or allow to lapse, any insurance policy in respect of the Acquired Assets comparable in amount and scope of coverage to that maintained as of the Agreement Date; (g) correspond, communicate or consult with the FDA or similar Governmental Authority, in each case with respect to the Compounds or the Products, other than (x) any immaterial communication in the Ordinary Course of Business, or (y) any such correspondence, communication or consultation required by applicable Law in connection with an adverse event; (h) merge, combine or consolidate itself with any other Person or adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization, or file a certificate of dissolution in respect of Seller or any of its Subsidiaries with the Secretary of State of the State of Delaware; (i) mak […]

    Ayala Pharmaceuticals, Inc. (ADXS) (CIK 0001100397) · filed 2024-02-20 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Time of Closing

    Unless otherwise agreed in writing between the parties hereto, the Closing shall take place contemporaneously with that of the Asset Purchase Agreements (the “ Closing Date ”). Purchaser hereby covenants to work with Seller during the Closing process to keep Seller informed of the progress and timing under the Asset Purchase Agreement so as to enable the Closing to occur under this Agreement as contemplated. 16 9.2 Deliveries. At the Closing, simultaneously with the payment of the Purchase Price by Purchaser: (a) Seller shall execute and deliver or cause to be delivered to Escrow Agent on behalf of Purchaser the following, to wit: (i) A duly executed and acknowledged special warranty deed, conveying fee simply title to the Property, in substantially the form and content of Exhibit B the “ Deed ”), free and clear of all matters affecting title, in recordable form; (ii) A standard No-Lien, “Gap” and Parties in Possession Affidavit satisfactory to the Title Insurer in order to delete the standard printed exceptions; and to insure the period between the last update of the Title Commitment and recording of the deed; (iii) Applicable state and local conveyance tax forms completed and signed by or on behalf of Seller and Purchaser, together with checks, in the amount of the applicable real estate transfer and conveyance taxes, payable to the County Clerk of the county where the Property is located by reason of the purchase and sale of the Property; (iv) Such other documents and affidavits as shall be reasonably required by the Title Insurer as called for or required under the terms of the Commitment; (v) A resolution of the Seller authorizing the conveyance of the Property to Purchaser pursuant to this Agreement; (vi) Seller shall execute and deliver to Purchaser a certificate confirming Seller’s representations and warranties as described in Section 8.1(b). (vii) Seller shall execute and deliver to Title Company such affidavits, agreements or statements concerning parties in possession of the Property or claims for mechanic’s liens as may be required by Title Company in order to issue the Title Policy (viii) A non-foreign Seller Affidavit. (ix) Satisfactions of all mortgages of record encumbering any part of the Subject Property. (x) UCC-3 Termination Statements for all UCC-1 financing statements filed with respect to any part of the Property, and UCC-3 Amendments […]

    LMP Automotive Holdings, Inc. (CIK 0001731727) · filed 2022-08-10 · read the filing · this wording recurs in 2 agreements we hold