Common use of Certain Closing Deliverables Clause in Contracts

Certain Closing Deliverables. (a) At Closing, Seller shall deliver or cause to be delivered the following documents to Buyer: (i) certificates representing the MHPS Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to ▇▇▇▇▇; (ii) written resignations of any directors or officers resigning in accordance with Section 5.17; (iii) the certificate from Seller as set forth in Section 6.03; (iv) a certified copy of the board resolutions of Seller authorizing entry into this Agreement and the Transaction Agreements and the Transactions and board and shareholder resolutions, if any, of the Asset Sellers and Equity Sellers authorizing the sale of the Acquired Assets and the MHPS Shares, respectively; (v) a certification of non-foreign status from Seller and each of the Sellers that will transfer, or be treated as transferring for U.S. federal income tax purposes, either stock in a domestic corporation (or an entity treated as a domestic corporation) or a U.S. real property interest (within the meaning of Section 897(c) of the Code) signed by an authorized officer of such Seller that is reasonably satisfactory to Buyer and satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) any deeds, bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary for the assumption of the Assumed Liabilities or to vest in the Acquiror all Sellers’ right, title and interest in, to and under the Acquired Assets and the MHPS Shares (the “Transfer Documents”); and (vii) any other documents, instruments or agreements which are reasonably requested by Buyer that are reasonably necessary to consummate the transactions contemplated hereby and have not previously been delivered. (b) At Closing, Buyer shall deliver the following documents to Seller: (i) any duly executed Transfer Documents; (ii) the certificate from Buyer as set forth in Section 6.02; (iii) a certified copy of the board resolutions of Buyer authorizing entry into this Agreement, the Transaction Agreements and the Transactions; and (iv) any other documents, instruments or agreements which are reasonably requested by Seller that are reasonably necessary to consummate the transactions contemplated hereby and have not previously been delivered. (c) At Closing, Buyer (or its designated Affiliate) shall pay the Cash Consideration by wire transfer of immediately available funds, an aggregate amount equal to the Cash Consideration in accordance with the Consideration Allocation Schedule and instructions delivered by Seller to Buyer at least two (2) Business Days prior to the Closing Date. (d) Buyer shall deliver to Seller (or its designated Affiliate(s)) (i) at or prior to the Effective Time, evidence that the Class B Shares constituting the Share Consideration will be registered with the Finnish Trade Register and Euroclear Finland Ltd and delivered to the Seller in accordance with Section 3.02(d)(ii), and (ii) on the Closing Date or the first Business Day following the Closing Date, the Share Consideration; provided that, in the event that Seller has consummated an Acquisition Proposal prior to Closing, subject to Section 5.07, at Closing, Buyer shall, on behalf of Seller, deliver the Share Consideration (which, in accordance with its terms, shall be converted to Buyer Ordinary Shares) to the Seller Change of Control Escrow Agent to be held on behalf of the stockholders of Seller existing immediately prior to consummation of the Acquisition Proposal in accordance with the Seller Change of Control Escrow Agreement. For the purpose of Section 3.02(d)(i), the following together shall be sufficient evidence to confirm that the Share Consideration will be registered with the Finnish Trade Register and Euroclear Finland Ltd, and delivered to the Seller in accordance with the time period set forth in Section 3.02(d)(i): (i) a resolution of the Buyer Shareholders Meeting on the issuance of the Share Consideration, (ii) a resolution of the board of directors of Buyer on the issuance of the Share Consideration, (iii) a draft confirmation by ▇▇▇▇▇’s auditor that adequate consideration for the Share Consideration to be issued will be received as of the Effective Time and (iv) a draft notification to the Finnish Trade Register cleared in advance with the Finnish Trade Register with respect to the issuance of the Share Consideration. (e) At Closing, Seller (or its designated Affiliate) shall transfer to Buyer (or its designated Affiliate) 50% of the outstanding interests in DeMag JV, such that following the Closing, Buyer (or its designated Affiliate) and Seller (or its designated Affiliate) each hold an equal interest in DeMag JV. (f) At Closing, Seller and ▇▇▇▇▇ shall execute and deliver: (i) the form of shareholder’s agreement attached hereto as Exhibit D (the “Shareholder’s Agreement”); (ii) the form of transition services agreement attached hereto as Exhibit E (the “Transition Services Agreement”) and (iii) the form of registration rights agreement attached hereto as Exhibit F (the “Registration Rights Agreement”). (g) At or prior to the Effective Time, Buyer shall deliver to Seller evidence that the articles of association of Buyer have been amended in the form attached hereto as Exhibit G (the “Articles Amendment”) and duly registered in the Finnish Trade Register in such form and which shall go into force as of the Closing.

Certain Closing Deliverables. (a) At Closing, Seller shall deliver or cause to be delivered the following documents to Buyer: (i) certificates representing the MHPS Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to ▇▇▇▇▇Buyer; (ii) written resignations of any directors or officers resigning in accordance with Section 5.17; (iii) the certificate from Seller as set forth in Section 6.03; (iv) a certified copy of the board resolutions of Seller authorizing entry into this Agreement and the Transaction Agreements and the Transactions and board and shareholder resolutions, if any, of the Asset Sellers and Equity Sellers authorizing the sale of the Acquired Assets and the MHPS Shares, respectively; (v) a certification of non-foreign status from Seller and each of the Sellers that will transfer, or be treated as transferring for U.S. federal income tax purposes, either stock in a domestic corporation (or an entity treated as a domestic corporation) or a U.S. real property interest (within the meaning of Section 897(c) of the Code) signed by an authorized officer of such Seller that is reasonably satisfactory to Buyer and satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) any deeds, bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary for the assumption of the Assumed Liabilities or to vest in the Acquiror all Sellers’ right, title and interest in, to and under the Acquired Assets and the MHPS Shares (the “Transfer Documents”); and (vii) any other documents, instruments or agreements which are reasonably requested by Buyer that are reasonably necessary to consummate the transactions contemplated hereby and have not previously been delivered. (b) At Closing, Buyer shall deliver the following documents to Seller: (i) any duly executed Transfer Documents; (ii) the certificate from Buyer as set forth in Section 6.02; (iii) a certified copy of the board resolutions of Buyer authorizing entry into this Agreement, the Transaction Agreements and the Transactions; and (iv) any other documents, instruments or agreements which are reasonably requested by Seller that are reasonably necessary to consummate the transactions contemplated hereby and have not previously been delivered. (c) At Closing, Buyer (or its designated Affiliate) shall pay the Cash Consideration by wire transfer of immediately available funds, an aggregate amount equal to the Cash Consideration in accordance with the Consideration Allocation Schedule and instructions delivered by Seller to Buyer at least two (2) Business Days prior to the Closing Date. (d) Buyer shall deliver to Seller (or its designated Affiliate(s)) (i) at or prior to the Effective Time, evidence that the Class B Shares constituting the Share Consideration will be registered with the Finnish Trade Register and Euroclear Finland Ltd and delivered to the Seller in accordance with Section 3.02(d)(ii), and (ii) on the Closing Date or the first Business Day following the Closing Date, the Share Consideration; provided that, in the event that Seller has consummated an Acquisition Proposal prior to Closing, subject to Section 5.07, at Closing, Buyer shall, on behalf of Seller, deliver the Share Consideration (which, in accordance with its terms, shall be converted to Buyer Ordinary Shares) to the Seller Change of Control Escrow Agent to be held on behalf of the stockholders of Seller existing immediately prior to consummation of the Acquisition Proposal in accordance with the Seller Change of Control Escrow Agreement. For the purpose of Section 3.02(d)(i), the following together shall be sufficient evidence to confirm that the Share Consideration will be registered with the Finnish Trade Register and Euroclear Finland Ltd, and delivered to the Seller in accordance with the time period set forth in Section 3.02(d)(i): (i) a resolution of the Buyer Shareholders Meeting on the issuance of the Share Consideration, (ii) a resolution of the board of directors of Buyer on the issuance of the Share Consideration, (iii) a draft confirmation by ▇▇▇▇▇Buyer’s auditor that adequate consideration for the Share Consideration to be issued will be received as of the Effective Time and (iv) a draft notification to the Finnish Trade Register cleared in advance with the Finnish Trade Register with respect to the issuance of the Share Consideration. (e) At Closing, Seller (or its designated Affiliate) shall transfer to Buyer (or its designated Affiliate) 50% of the outstanding interests in DeMag JV, such that following the Closing, Buyer (or its designated Affiliate) and Seller (or its designated Affiliate) each hold an equal interest in DeMag JV. (f) At Closing, Seller and ▇▇▇▇▇ Buyer shall execute and deliver: (i) the form of shareholder’s agreement attached hereto as Exhibit D (the “Shareholder’s Agreement”); (ii) the form of transition services agreement attached hereto as Exhibit E (the “Transition Services Agreement”) and (iii) the form of registration rights agreement attached hereto as Exhibit F (the “Registration Rights Agreement”). (g) At or prior to the Effective Time, Buyer shall deliver to Seller evidence that the articles of association of Buyer have been amended in the form attached hereto as Exhibit G (the “Articles Amendment”) and duly registered in the Finnish Trade Register in such form and which shall go into force as of the Closing.

Certain Closing Deliverables. At the Closing: (a) At Closing, Seller Parent shall deliver or cause to be delivered to Buyer the following documents to Buyerfollowing: (i) certificates representing valid instruments of assignment or transfer of the MHPS SharesTransferred Interests to Buyer (in form and substance reasonably acceptable to Buyer), free and clear of all Liens (other than restrictions on transfer that may be imposed by applicable law or the organizational documents of the Companies or the applicable JVs or Liens incurred solely as a result of actions taken by Buyer and its Affiliates), duly endorsed executed by the applicable Seller Parties and, to the extent required under local law, notarized and/or copies of any relevant corporate approval(s) and formalities, stamp duty document(s) (or accompanied by including but not limited to stamp duty certificate(s) and executed working sheets), original share certificate(s) and/or new share certificate(s) (duly executed stock powersby the applicable Seller Parties, Transferred Companies or JVs, as the case may be) for which are required to effect the assignment or transfer of the Transferred Interests to ▇▇▇▇▇Buyer (in form and substance reasonably acceptable to Buyer) and the relevant business profile(s) or search extract(s) and register(s) or ledgers(s) of members evidencing the assignment or transfer of the relevant Transferred Interests to Buyer (collectively, the “Equity Assignment Documents”); (ii) written resignations a counterpart of any directors the Transition Services Agreement, duly executed by Parent or officers resigning in accordance with Section 5.17its applicable Affiliate; (iii) the certificate from Seller as set forth in any forms or certificates required to be provided pursuant to Section 6.032.6(b)(iii); (iv) a certified copy copies of any executed Payoff Letters required to be delivered in accordance with Section 5.3 and any customary evidence of the board resolutions release of Seller authorizing entry into this Agreement Liens and the Transaction Agreements and the Transactions and board and shareholder resolutions, if any, of the Asset Sellers and Equity Sellers authorizing the sale of the Acquired Assets and the MHPS Shares, respectivelyguarantees required to be delivered in accordance with Section 5.3; (v) a certification of non-foreign status from Seller and each of the Sellers that will transfer, or officer’s certificate required to be treated as transferring for U.S. federal income tax purposes, either stock in a domestic corporation (or an entity treated as a domestic corporation) or a U.S. real property interest (within the meaning of delivered pursuant to Section 897(c) of the Code) signed by an authorized officer of such Seller that is reasonably satisfactory to Buyer and satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) any deeds, bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary for the assumption of the Assumed Liabilities or to vest in the Acquiror all Sellers’ right, title and interest in, to and under the Acquired Assets and the MHPS Shares (the “Transfer Documents”8.2(b); and (viivi) any other documents, instruments or agreements which are reasonably unless otherwise requested by Buyer Buyer, resignation letters, in form and substance reasonably satisfactory to Buyer, from the directors and officers of each of the Transferred Companies and any directors and officers designated to each of the JVs by Seller or any of its Affiliates, in each case that are reasonably necessary to consummate the transactions contemplated hereby and have not previously been deliveredAcquired Business Employees. (b) At Closing, Buyer shall deliver or cause to be delivered to Parent the following documents to Sellerfollowing: (i) any duly executed Transfer Documents; (ii) the certificate from Buyer Closing Payment, as set forth specified in the Closing Statement, and, if applicable, subject to the offset referred to in Section 6.02; (iii) a certified copy of the board resolutions of Buyer authorizing entry into this Agreement5.8, the Transaction Agreements and the Transactions; and (iv) any other documents, instruments or agreements which are reasonably requested by Seller that are reasonably necessary to consummate the transactions contemplated hereby and have not previously been delivered. (c) At Closing, Buyer (or its designated Affiliate) shall pay the Cash Consideration by wire transfer of immediately available funds, an aggregate amount equal to the Cash Consideration account or accounts as directed by Parent in accordance with the Consideration Allocation Schedule and instructions delivered by Seller to Buyer at least two (2) Business Days prior to the Closing Date. (d) Buyer shall deliver to Seller (or its designated Affiliate(s)) (i) at or prior to the Effective Time, evidence that the Class B Shares constituting the Share Consideration will be registered with the Finnish Trade Register and Euroclear Finland Ltd and delivered to the Seller in accordance with Section 3.02(d)(ii), and (ii) on the Closing Date or the first Business Day following the Closing Date, the Share Consideration; provided that, in the event that Seller has consummated an Acquisition Proposal prior to Closing, subject to Section 5.07, at Closing, Buyer shall, on behalf of Seller, deliver the Share Consideration (which, in accordance with its terms, shall be converted to Buyer Ordinary Shares) to the Seller Change of Control Escrow Agent to be held on behalf of the stockholders of Seller existing immediately prior to consummation of the Acquisition Proposal in accordance with the Seller Change of Control Escrow Agreement. For the purpose of Section 3.02(d)(i), the following together shall be sufficient evidence to confirm that the Share Consideration will be registered with the Finnish Trade Register and Euroclear Finland Ltd, and delivered to the Seller in accordance with the time period set forth in Section 3.02(d)(i): (i) a resolution of the Buyer Shareholders Meeting on the issuance of the Share Consideration, (ii) a resolution of the board of directors of Buyer on the issuance of the Share Consideration, (iii) a draft confirmation by ▇▇▇▇▇’s auditor that adequate consideration for the Share Consideration to be issued will be received as of the Effective Time and (iv) a draft notification to the Finnish Trade Register cleared in advance with the Finnish Trade Register with respect to the issuance of the Share Consideration. (e) At Closing, Seller (or its designated Affiliate) shall transfer to Buyer (or its designated Affiliate) 50% of the outstanding interests in DeMag JV, such that following the Closing, Buyer (or its designated Affiliate) and Seller (or its designated Affiliate) each hold an equal interest in DeMag JV. (f) At Closing, Seller and ▇▇▇▇▇ shall execute and deliver: (i) the form of shareholder’s agreement attached hereto as Exhibit D (the “Shareholder’s Agreement”)Statement; (ii) duly executed counterparts of the form of transition services agreement attached hereto as Exhibit E (Equity Assignment Documents to the “Transition Services Agreement”) andextent required by applicable laws or otherwise necessary to validly transfer title in and to the Transferred Interests; (iii) a counterpart of the form of registration rights agreement attached hereto as Exhibit F Transition Services Agreement, duly executed by Buyer or its applicable Affiliate; and (iv) the “Registration Rights Agreement”officer’s certificate required to be delivered pursuant to Section 8.3(b). (g) At or prior to the Effective Time, Buyer shall deliver to Seller evidence that the articles of association of Buyer have been amended in the form attached hereto as Exhibit G (the “Articles Amendment”) and duly registered in the Finnish Trade Register in such form and which shall go into force as of the Closing.