Common use of Exchange Closing Clause in Contracts

Exchange Closing. (a) The closing of the transactions contemplated by this Agreement (the “Exchange Closing”) shall take place at the offices of [Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,] immediately prior to the Closing under the Merger Agreement. (b) At the Exchange Closing, the Stockholder will deliver to GHX (i) stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of Shares subject to the Exchange and (ii) an Accession Agreement (the “Accession Agreement”) in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the “Formation Agreement”), as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the “Formation Agreement Amendment” and the Formation Agreement as amended by the Formation Agreement Amendment, the “Revised Formation Agreement”), and the Fifth Amended and Restated Limited Liability Company Agreement of GHX (the “LLC Agreement”), as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the “LLC Agreement Amendment” and the LLC Agreement as amended by the LLC Agreement Amendment, the “Revised LLC Agreement”), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicable.

Exchange Closing. Upon the delivery of an Exchange Notice, the Exchange Consideration shall be delivered by Newco (a) The closing or, in the event of a Corporation Election, another applicable wholly-owned subsidiary of the transactions contemplated by this Agreement (the “Exchange Closing”Corporation) shall take place at the offices of [Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,] immediately prior to the Closing under the Merger Agreement. (b) At the Exchange Closing, the Stockholder will deliver to GHX requesting IESI Owner as promptly as practicable and in no event later than (i) stock certificates duly endorsed three (3) Business Days after delivery of such Exchange Notice in the event that the Exchange Consideration is paid in Shares, (ii) five (5) Business Days after delivery of such Exchange Notice in the event that the Exchange Consideration is paid in Market Cash and (iii) in the event the Corporation undertakes a Distribution Cash Transaction pursuant to exercise of an IESI Owner’s Demand Cash Right or in connection with an IESI Owner’s Piggy-Back Cash Right, on the date of completion of the relevant Distribution (such date of delivery of the Exchange Consideration, the “Closing Date”). In the event that some or all of the Exchange Consideration is in the form of Shares, on the Closing Date, Newco will cause to be delivered, through the book-based system administered by CDS to and for transfer to GHXthe account of the requesting IESI Owner or as such IESI Owner may otherwise direct in the Exchange Notice, accompanied by stock powers duly endorsed in blank, representing the number of Shares subject to deliverable pursuant hereto upon receipt of all required documents and instruments of transfer as required hereunder. If any or all of the Exchange and (ii) an Accession Agreement (the “Accession Agreement”) Consideration is in the form attached of cash, Newco will deliver or cause to be delivered to such IESI Owner or as Schedule A hereto such IESI Owner may otherwise direct in the Exchange Notice such cash amount by wire transfer of immediately available funds to the Third Amended and Restated Formation Agreement of GHX (the “Formation Agreement”), as amended by Amendment No. 1 thereto account(s) specified in the form attached as Schedule B hereto (Exchange Notice. On the “Formation Agreement Amendment” and the Formation Agreement as amended by the Formation Agreement AmendmentClosing Date, the “Revised Formation Agreement”)IESI Owner shall deliver to Newco the certificate or certificates for the Preferred Shares subject to exchange, and the Fifth Amended and Restated Limited Liability Company Agreement of GHX (the “LLC Agreement”)duly endorsed or assigned in blank to Newco or, as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (event of a Corporation Election such other designated wholly-owned subsidiary of the “LLC Agreement Amendment” Corporation. Newco will exchange such Preferred Shares for additional common stock of IESI and the LLC Agreement as amended by the LLC Agreement Amendment, the “Revised LLC Agreement”), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units cause IESI to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicablecancel such Preferred Shares.

Exchange Closing. (a) The closing of the transactions contemplated by this Agreement Exchange pursuant to Section 2.1 hereof (the “"Exchange Closing”") shall take place at the time of the Exchange Date. The Exchange Closing shall be held at the offices of [Fenwick & West LLPthe Company, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,] immediately prior to or at such other place as the Closing under the Merger Agreementparties hereto shall mutually agree. (b) At Exchange Securities issued on the Exchange ClosingDate shall be deemed to have been issued immediately prior to the close of business on the Exchange Date, each record holder of Securities shall be treated for all purposes as the Stockholder will deliver record holder of the Exchange Securities for which the Securities are exchanged at such time and each Security shall be deemed to GHX have been cancelled immediately prior to the close of business on the Exchange Date and no longer outstanding. On or after the Exchange Date, (i) stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing each record holder of the number of Shares subject Securities shall deliver to the Company (A) the certificate(s) evidencing its Preferred Stock, (B) the certificate(s) evidencing its Notes, (C) the Registration Rights Agreement signed by such holder, and (D) all other agreements, instruments or other documents required to be executed and delivered by such holder of Securities to the Company in connection with the issuance by the Company of the Exchange Securities, and (ii) an Accession the Company, upon receipt of such certificates, agreements, instruments and other documents from the record holders of the Securities, shall issue and deliver, or shall cause the Trust to issue and deliver, to such record holder of the Securities, (A) a certificate or certificates for the Exchange Securities deemed to have been issued to such holder of the Securities on the Exchange Date, (B) the Registration Rights Agreement and the TOPR Documents or the Series C Certificate of Designation, as the case may be, and (C) all other agreements, instruments or other documents required to be executed and delivered by the “Accession Agreement”Company to the holders of the Convertible Preferred Stock and/or the Notes in connection with the issuance by the Company of the Exchange Securities. (c) If the Exchange Securities to be issued are to be registered in a name other than that of the record holder of the Securities, the Company shall, or shall cause the Trust, upon the direction of such holder of the Securities (provided that such holder delivered to the Company the certificates evidencing its Securities, the documents required by Section 2.2(b)(i) above and such other documents as the Company may reasonably request), record in the form attached as Schedule A hereto security register the name of the person in whose name the Exchange Securities are to be registered and, on the Third Amended and Restated Formation Agreement of GHX (the “Formation Agreement”)Exchange Date, as amended by Amendment No. 1 thereto issue such Exchange Securities in the form attached as Schedule B hereto (the “Formation Agreement Amendment” and the Formation Agreement as amended by the Formation Agreement Amendment, the “Revised Formation Agreement”), and the Fifth Amended and Restated Limited Liability Company Agreement name of GHX (the “LLC Agreement”), as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the “LLC Agreement Amendment” and the LLC Agreement as amended by the LLC Agreement Amendment, the “Revised LLC Agreement”), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicablesuch person.

Exchange Closing. (a) The closing of the transactions contemplated by this Agreement (the “"Exchange Closing”") shall take place at the offices of [Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,] , (or such other location as the parties hereto shall agree to) immediately prior to the Closing under the Merger Agreement. (b) At the Exchange Closing, the Stockholder will deliver to GHX (i) stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of Shares subject to the Exchange and (ii) an Accession Agreement (the “"Accession Agreement”") in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the “"Formation Agreement”"), as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the “"Formation Agreement Amendment” " and the Formation Agreement as amended by the Formation Agreement Amendment, the “"Revised Formation Agreement”"), and the Fifth Amended and Restated Limited Liability Company Agreement of GHX (the “"LLC Agreement”"), as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the “"LLC Agreement Amendment” " and the LLC Agreement as amended by the LLC Agreement Amendment, the “"Revised LLC Agreement”"), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicable.

Exchange Closing. (a) The closing of the transactions contemplated by this Agreement (the “Exchange Closing”) shall take place at the offices of [Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,] , (or such other location as the parties hereto shall agree to) immediately prior to the Closing under the Merger Agreement. (b) At the Exchange Closing, the Stockholder will deliver to GHX (i) stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of Shares subject to the Exchange and (ii) an Accession Agreement (the “Accession Agreement”) in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the “Formation Agreement”), as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the “Formation Agreement Amendment” and the Formation Agreement as amended by the Formation Agreement Amendment, the “Revised Formation Agreement”), and the Fifth Amended and Restated Limited Liability Company Agreement of GHX (the “LLC Agreement”), as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the “LLC Agreement Amendment” and the LLC Agreement as amended by the LLC Agreement Amendment, the “Revised LLC Agreement”), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicable.

Exchange Closing. (a) The closing of the transactions contemplated by this Agreement (the “Exchange Closing”) shall take place at the offices of [Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,] , (or at such other location as the parties hereto shall agree to) immediately prior to the Closing under the Merger Agreement. (b) At the Exchange Closing, the Stockholder will deliver to GHX (i) stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of Shares subject to the Exchange and (ii) an Accession Agreement (the “Accession Agreement”) in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the “Formation Agreement”), as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the “Formation Agreement Amendment” and the Formation Agreement as amended by the Formation Agreement Amendment, the “Revised Formation Agreement”), and the Fifth Amended and Restated Limited Liability Company Agreement of GHX (the “LLC Agreement”), as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the “LLC Agreement Amendment” and the LLC Agreement as amended by the LLC Agreement Amendment, the “Revised LLC Agreement”), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicable.the