Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. At the Closing, (a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and 7 documents referred to in Section 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3, (c) the Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of Merger, (d) each stockholder of the Company, other than holders of Dissenting Shares (as defined in Section 1.6), shall deliver to the Buyer for cancellation the certificate(s) representing his or her Company Shares (as defined in Section 1.5(a)), (e) the Buyer shall authorize BankBoston, N.A. (the "Exchange Agent") to issue to each holder of Company Shares who have delivered their certificates pursuant to clause (d) of this Section certificates for the Initial Shares (as defined below), subject to the terms of the Escrow Agreement (as defined below) and (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as Exhibit A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing, (a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and 7 documents referred to in Section 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3, (c) the Company and the Transitory Subsidiary shall file the Articles of Merger with the Florida Secretary of State of the State of Delaware the Certificate of MergerState, (d) each stockholder of the Companystockholders of record of the Company immediately prior to the Effective Time (the "Company Stockholders"), other than holders of Dissenting Shares (as defined in Section 1.6below), shall deliver to the Buyer for cancellation the certificate(s) representing his or her Company Shares (as defined in Section 1.5(a))shares of capital stock of the Company, (e) the Buyer shall authorize BankBoston, N.A. (the "Exchange Agent") to issue to each holder of Company Shares who have delivered their certificates pursuant to clause (d) of this Section deliver certificates for the Initial Shares (as defined below), subject to ) and checks representing the terms of the Escrow Agreement Initial Payment (as defined below) to such Company Stockholders in accordance with Section 1.5 and (ef) the Buyer, the Manuxx Xxxxx (xxe "Indemnification Representatives (as defined thereinRepresentative") and State Street Bank and Trust Company (the "Escrow Agent (as defined thereinAgent") shall execute and deliver the Escrow Agreement substantially in the form attached hereto as Exhibit EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) and a check for the Escrow Payment (as defined below) being placed in escrow as deferred purchase price on the Closing Date pursuant to Section 1.91.7, which shall be paid to the Company Stockholders in accordance with the terms of the Escrow Agreement.

Actions at the Closing. At the Closing, (a) the Company shall deliver ---------------------- to the Buyer and the Transitory Subsidiary the various certificates, instruments and 7 documents referred to in Section 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3, (c) the Company and the Transitory Subsidiary shall file the Certificate of Merger with the Secretary of State of the State of Delaware the Certificate of MergerDelaware, (d) each stockholder of the Company, other than holders of Dissenting Shares (as defined in Section 1.6), shall deliver to the Buyer for cancellation the certificate(s) representing his or her Company Shares (as defined in Section 1.5(a)), (e) the Buyer shall authorize BankBoston, N.A. (the "Exchange Agent") to issue to each holder of Company Shares who have delivered their certificates pursuant to clause (d) of this Section deliver certificates for the Stockholder Initial Shares (as defined below), subject ) to the terms of the Escrow Agreement (as defined below) Stockholders in accordance with Section 1.7 and (e) the Buyer, Xxxxxxx X. Xxxxxxxxxx (the "Indemnification Representatives (as defined thereinRepresentative") and American ------------------------------ Stock Transfer & Trust Company (the "Escrow Agent (as defined thereinAgent") shall execute and deliver ------------ the Escrow Agreement attached hereto as Exhibit A (the "Escrow Agreement") and --------- ---------------- the Buyer shall deliver to the Escrow Agent a certificate for the Stockholder Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.91.10.

Actions at the Closing. At the Closing, (a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and 7 documents referred to in Section 5.25.1, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.35.2, (c) the Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of Merger, (d) each stockholder of the Company, other than holders of Dissenting Shares (as defined in Section 1.6), shall deliver to the Buyer for cancellation the certificate(s) representing his or her Company Shares (as defined in Section 1.5(a)), (e) the Buyer shall authorize BankBoston, N.A. (the "Exchange Agent") to issue to each holder of Company Shares who have delivered their certificates pursuant to clause (d) of this Section deliver certificates for the Initial Shares to the Company Stockholders (as defined below), subject to the such terms of the Escrow Agreement (as are defined below) in accordance with Section 1.6 and (e) the Buyer, the Indemnification Representatives Representative (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.

Actions at the Closing. At the Closing, (ai) the Company shall will deliver to the Buyer Purchaser and the Transitory Transitional Subsidiary the various certificates, instruments instruments, and 7 documents referred to in Section 5.2, 6.1 below; (bii) the Buyer Purchaser and the Transitory Transitional Subsidiary shall will deliver to the Company the various certificates, instruments instruments, and documents referred to in Section 5.3, 6.2 below; (ciii) the Company Transitional Subsidiary and the Transitory Subsidiary shall Company will file with the Secretary of State of the State of Delaware the a Certificate of Merger, Merger in the form attached hereto as EXHIBIT A (dthe "CERTIFICATE OF MERGER"); (iv) each stockholder of the Purchaser shall deliver the Merger Consideration in the manner provided below in this Section 2; and (v) the Company, other than holders of Dissenting Shares the Stockholders' Agent (as defined in Section 1.6), shall deliver to the Buyer for cancellation the certificate(s8.4(a) representing his or her Company Shares (as defined in Section 1.5(a)), (e) the Buyer shall authorize BankBoston, N.A. (the "Exchange Agent") to issue to each holder of Company Shares who have delivered their certificates pursuant to clause (d) of this Section certificates for the Initial Shares (as defined below), subject to the terms of the Escrow Agreement (as defined below) and (e) the Buyer, the Indemnification Representatives (as defined thereinhereof) and the Escrow Agent (as defined thereinin Section 2.11 hereof) shall execute and deliver the an Escrow Agreement in the form attached hereto as Exhibit A EXHIBIT B (the "Escrow AgreementESCROW AGREEMENT") and the Buyer Purchaser shall deliver to the Escrow Agent a certificate for the Escrow Purchaser Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.92.11 hereof.

Actions at the Closing. At the Closing, (a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and 7 documents referred to in Section 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3, (c) the Company and the Transitory Subsidiary Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger, (d) each stockholder of the Company, other than holders stockholders of Dissenting Shares record of the Company immediately prior to the Effective Time (as defined in Section 1.6), the "Company Stockholders") shall deliver to the Buyer for cancellation the certificate(s) representing his his, her or her its Company Shares (as defined in Section 1.5(a)), (e) the Buyer shall authorize BankBoston, N.A. (the "Exchange Agent") to issue to each holder of Company Shares who have delivered their certificates pursuant to clause (d) of this Section certificates for the Initial Shares (as defined below), subject to the terms of the Escrow Agreement (as defined below) and (e) the Buyer, the G. Bradxxxx Xxxxx xxx E. Bertxxx Xxxxx (xxe "Indemnification Representatives (as defined thereinRepresentatives") and an escrow agent to be named by the Buyer and acceptable to the Company (the "Escrow Agent (as defined thereinAgent") shall execute and deliver the Escrow Agreement attached hereto as Exhibit EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.91.8.

Actions at the Closing. At the Closing, (a) the Company shall deliver ---------------------- to the Buyer and the Transitory Subsidiary the various certificates, instruments and 7 documents referred to in Section 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3, (c) the Company and the Transitory Subsidiary shall file the appropriate Merger Documents with the Secretary Secretaries of State of the State States of Delaware the Certificate of Mergerand Illinois, (d) each stockholder of the Company, other than holders of Dissenting Shares (as defined in Section 1.6), shall deliver to the Buyer for cancellation the certificate(s) representing his or her Company Shares (as defined in Section 1.5(a)), (e) the Buyer shall authorize BankBoston, N.A. (the "Exchange Agent") to issue to each holder of Company Shares who have delivered their certificates pursuant to clause (d) of this Section deliver certificates for the Initial Shares (as defined below), subject ) to the terms of the Escrow Agreement (as defined below) Stockholders in accordance with Section 1.6 and (e) the Buyer, the Indemnification --------------- Representatives (as defined therein) and the Escrow Agent (as defined therein) --------------- ------------ shall execute and deliver the Escrow Agreement attached hereto as Exhibit A (the --------- "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a ---------------- certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.