Common use of Actions on the Closing Date Clause in Contracts

Actions on the Closing Date. Not later than 11:00 a.m., New York City time, on the Closing Date, each Investor will transmit to an account of the Company with a bank in New York City that is specified by the Company at least two Business Days before the Closing Date immediately available funds equal to the full amount of the purchase price for the Acquired Common Stock to be purchased by such Investor in accordance with Section 1.1 (the “Aggregate Purchase Price””). Upon receipt by the Company of confirmation that such funds have been received, the Company will instruct The Bank of New York Mellon Shareholder Services (or its successor), as transfer agent, to issue the Acquired Common Stock to the Investor in book entry form. The depositary that holds the Acquired Common Stock may be instructed to note on its records that the Acquired Common Stock (a) has been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold or transferred other than in a transaction that is registered under the Securities Act or is exempt from the registration requirements of the Securities Act (which notation will be withdrawn when resale of the Acquired Common Stock has been registered under the Securities Act as contemplated by Article 8), and (b) is subject to the sale restrictions contained in Article 7. On the Closing Date, the Company shall also deliver or cause to be delivered to each Investor (x) a receipt for the Aggregate Purchase Price paid by that Investor; and (y) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Actions on the Closing Date. Not later than 11:00 a.m., At the earliest time the Company instructs The Bank of New York City timeMellon Shareholder Services (or its successor) (the “Transfer Agent”), on as transfer agent, to issue Common Stock to any Other Investor (as defined below), the Closing DateCompany will instruct the Transfer Agent to issue the Acquired Common Stock in book entry form to accounts at The Depositary Trust Company designated by the respective Investors. As soon as an Investor receives confirmation that the Acquired Common Stock it will be purchasing has been transferred into the account it designated, each the Investor will transmit to an account of the Company with a bank in New York City that is specified by the Company at least two Business Days before the Closing Date immediately available funds equal to the full amount of the purchase price for the Acquired Common Stock to be purchased by such Investor in accordance with Section 1.1 (the purchase price to be paid by each Investor being such Investor’s “Aggregate Purchase Price””). Upon receipt by ) The Company may notify the Company of confirmation depositary that such funds have been received, the Company will instruct The Bank of New York Mellon Shareholder Services (or its successor), as transfer agent, to issue the holds Acquired Common Stock to the Investor in book entry form. The depositary that holds the Acquired Common Stock may be instructed to note on its records that the Acquired Common Stock (a) has been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold or transferred other than in a transaction that is registered under the Securities Act or is exempt from the registration requirements of the Securities Act (which notation will be withdrawn when resale at the request of the Investor at any time after (i) a registration statement registering resales of the Acquired Common Stock has been registered under the Securities Act has become effective, (ii) with regard to particular shares, when those shares are sold or transferred in a transaction that under SEC Rule 144 causes the shares no longer to be restricted shares, or (iii) under Rule 144, the shares can be sold without limitation as contemplated by Article 8)to volume or manner of sale and without a requirement that the Company be in compliance with the current public information requirement of Rule 144(c)(1) (or Rule 144(i)(2), and (b) is subject to the sale restrictions contained in Article 7if applicable)). On the Closing Date, the Company shall also deliver or cause to be delivered to each Investor (x) a receipt for the Aggregate Purchase Price paid by that Investor; and (y) a true and complete copy, certified by certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, certifying (i) the resolutions duly and validly adopted by the Board of Directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the other Investor Agreements (as defined below) and the consummation of the transactions contemplated herebyhereby and thereby, (ii) the current versions of the certificate of incorporation and bylaws of the Company, each as amended to date, and (iii) as to the signatures and authority of persons signing this Agreement and related documents on behalf of the Company.

Actions on the Closing Date. Not later than 11:00 a.m., New York City time, on the Closing Date, each Investor will transmit to an account of the Company with a bank in New York City that is specified by the Company at least two Business Days before the Closing Date immediately available funds equal to the full amount of the purchase price for the Acquired Common Stock to be purchased by such Investor in accordance with Section 1.1 (the “Aggregate Purchase Price””). Upon receipt by the Company of confirmation that such funds have been received, the Company will instruct The Bank of New York Mellon Shareholder Services (or its successor), as transfer agent, to issue the Acquired Common Stock to the Investor in book entry form. The depositary that holds the Acquired Common Stock may be instructed to note on its records that the Acquired Common Stock (a) has been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold or transferred other than in a transaction that is registered under the Securities Act or is exempt from the registration requirements of the Securities Act (which notation will be withdrawn when resale of the Acquired Common Stock has been registered under the Securities Act as contemplated by Article 8), and (b) is subject to the sale restrictions contained in Article 7. On the Closing Date, the Company shall also deliver or cause to be delivered to each Investor (x) a receipt for the Aggregate Purchase Price paid by that Investor; and (y) a true and complete copy, certified by certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, certifying (i) the resolutions duly and validly adopted by the Board of Directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the other Investor Agreements (as defined below) and the consummation of the transactions contemplated herebyhereby and thereby, (ii) the current versions of the Certificate of Incorporation and bylaws of the Company, each as amended to date, and (iii) as to the signatures and authority of persons signing this Agreement and related documents on behalf of the Company.

Actions on the Closing Date. Not later than 11:00 a.m., New York City time, on the Closing Date, each Investor will transmit to an account of the Company with a bank in New York City that is specified by the Company at least two Business Days before the Closing Date immediately available funds equal to the full amount of the purchase price for the Acquired Common Stock to be purchased by such Investor in accordance with Section 1.1 (the “Aggregate Purchase Price””). Upon receipt by the Company of confirmation that such funds have been received, the Company will instruct The Bank of New York Mellon Shareholder Services (or its successor), as transfer agent, to issue the Acquired Common Stock to the Investor in book entry form. The depositary that holds the Acquired Common Stock may be instructed to note on its records that the Acquired Common Stock (a) has been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold or transferred other than in a transaction that is registered under the Securities Act or is exempt from the registration requirements of the Securities Act (which notation will be withdrawn when resale of the Acquired Common Stock has been registered under the Securities Act as contemplated by Article 8), and (b) is subject to the sale restrictions contained in Article 7. On the Closing Date, the Company shall also deliver or cause to be delivered to each Investor (x) a receipt for the Aggregate Purchase Price paid by that Investor; and (y) a true and complete copy, certified by certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, certifying (i) the resolutions duly and validly adopted by the Board of Directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the other Investor Agreements (as defined below) and the consummation of the transactions contemplated herebyhereby and thereby, (ii) the current versions of the Certificate of Incorporation and bylaws of the Company, each as amended to date, and (iii) as to the signatures and authority of persons signing this Agreement and related documents on behalf of the Company.

Actions on the Closing Date. Not later than 11:00 a.m., New York City time, on the Closing Date, each Investor will transmit to an account of the Company with a bank in New York City that is specified by the Company at least two Business Days before the Closing Date immediately available funds equal to the full amount of the purchase price for the Acquired Common Stock to be purchased by such Investor in accordance with Section 1.1 (the “Aggregate Purchase Price””). Upon receipt by the Company of confirmation that such funds have been received, the Company will instruct The Bank of New York Mellon Shareholder Services (or its successor), as transfer agent, to issue the Acquired Common Stock to the Investor in book entry form. The depositary that holds the Acquired Common Stock may be instructed to note on its records that the Acquired Common Stock (a) has been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold or transferred other than in a transaction that is registered under the Securities Act or is exempt from the registration requirements of the Securities Act (which notation will be withdrawn when resale of the Acquired Common Stock has been registered under the Securities Act as contemplated by Article 8), and (b) is subject to the sale restrictions contained in Article 7. On the Closing Date, the Company shall also deliver or cause to be delivered to each Investor (x) a receipt for the Aggregate Purchase Price paid by that Investor; and (y) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Actions on the Closing Date. Not later than 11:00 a.m., New York City time, on the Closing Date, each Investor will transmit to an account of the Company with a bank in New York City that is specified by the Company at least two Business Days before the Closing Date immediately available funds equal to the full amount of the purchase price for the Acquired Common Stock to be purchased by such Investor in accordance with Section 1.1 (the “Aggregate Purchase Price””“). Upon receipt by the Company of confirmation that such funds have been received, the Company will instruct The Bank of New York Mellon Shareholder Services (or its successor), as transfer agent, to issue the Acquired Common Stock to the Investor in book entry form. The depositary that holds the Acquired Common Stock may be instructed to note on its records that the Acquired Common Stock (a) has been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold or transferred other than in a transaction that is registered under the Securities Act or is exempt from the registration requirements of the Securities Act (which notation will be withdrawn when resale of the Acquired Common Stock has been registered under the Securities Act as contemplated by Article 8), and (b) is subject to the sale restrictions contained in Article 7. On the Closing Date, the Company shall also deliver or cause to be delivered to each Investor (x) a receipt for the Aggregate Purchase Price paid by that Investor; and (y) a true and complete copy, certified by certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, certifying (i) the resolutions duly and validly adopted by the Board of Directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the other Investor Agreements (as defined below) and the consummation of the transactions contemplated herebyhereby and thereby, (ii) the current versions of the Certificate of Incorporation and bylaws of the Company, each as amended to date, and (iii) as to the signatures and authority of persons signing this Agreement and related documents on behalf of the Company.