Common use of The Closing Transactions Clause in Contracts

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) in accordance with Section 1.04, the Parent shall (i) deliver, or cause to be delivered, the Closing Payment Amount to the Exchange Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Exchange Agent and (ii) instruct Parent’s transfer agent to deposit with the Exchange Agent, as promptly as practicable, the number of shares of Parent Common Stock equal to the Stockholder Percentage of the Stock Election Total Share Amount; (c) in accordance with Section 1.03, the Parent shall (i) deliver, or cause to be delivered, to the Company (A) the aggregate Closing Option Cash Consideration plus (B) the aggregate Unaccredited Investor Stock Election Consideration payable to holders of In-the-Money Stock Options that are Unaccredited Investors in accordance with Section 1.11, by wire transfer of immediately available funds to the account designated in writing by the Company and (ii) direct Parent’s transfer agent to issue, as promptly as practicable, the number of shares of Parent Common Stock equal to the Optionholder Percentage of the Stock Election Total Share Amount in accordance with Section 1.11 to holders of In-the-Money Options through book-entry transfer of such shares to those participant accounts at The Depository Trust Company as designated in writing by the Company to Parent prior to the Closing Date; (d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Securityholder Representative the Securityholder Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Securityholder Representative; (e) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and

The Closing Transactions. Subject to Upon the terms and subject to the conditions set forth in this Agreement, the Parties parties hereto shall consummate the following transactions at (the Closing: “Closing Transactions”) on the Closing Date: (a) without duplication of the transfer required by Section 1.04, the Purchaser shall deliver to the Stockholder Representative (for the benefit of the Stockholders), the Merger Consideration (less any amounts contemplated to be paid through the payroll system of the Surviving Corporation pursuant to the proviso to Section 2.02(c)) by wire transfer of immediately available funds to the account or accounts designated by the Stockholder Representative to the Purchaser at least three (3) Business Days prior to the Closing Date; (b) promptly following receipt by the Stockholder Representative of such portion of the Merger Consideration pursuant to Section 2.02(a), the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; ; (bc) promptly following the later of (i) the Effective Time and (ii) the receipt by the Company from any Stockholder of the certificates representing such Stockholder’s shares of Company Stock, or an affidavit contemplated by Section 1.04(e), and a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and subject to Section 1.04, the Parent Stockholder Representative shall pay to the Stockholder who submitted such Letter of Transmittal an amount equal to the portion of the Merger Consideration to which such Stockholder is entitled pursuant to Section 1.02 in respect of such shares of Company Stock; provided that if a Stockholder is an employee of the Surviving Corporation or any of its Subsidiaries on the Closing Date, the Purchaser shall cause the Surviving Corporation to make such payment to such Stockholder through the payroll system of the Surviving Corporation and its Subsidiaries promptly, but in any event within seven (i7) deliverdays, after the Closing; (d) promptly following the Effective Time, the Purchaser shall repay, or cause to be deliveredrepaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness set forth on the Closing Payment Amount to the Exchange AgentIndebtedness Schedule, by wire transfer of immediately available funds to the account(s) designated in writing by the Exchange Agent and (ii) instruct Parent’s transfer agent to deposit with the Exchange Agent, as promptly as practicable, the number of shares of Parent Common Stock equal to the Stockholder Percentage of the Stock Election Total Share Amount; (c) in accordance with Section 1.03, the Parent shall (i) deliver, or cause to be delivered, to the Company (A) the aggregate Closing Option Cash Consideration plus (B) the aggregate Unaccredited Investor Stock Election Consideration payable to holders of In-the-Money Stock Options that are Unaccredited Investors in accordance with Section 1.11, by wire transfer of immediately available funds to the account designated in writing by the Company and (ii) direct Parent’s transfer agent to issue, as promptly as practicable, the number of shares of Parent Common Stock equal to the Optionholder Percentage of the Stock Election Total Share Amount in accordance with Section 1.11 to holders of In-the-Money Options through book-entry transfer of such shares to those participant accounts at The Depository Trust Company as designated in writing by the Company to Parent prior to the Closing Date; (d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Securityholder Representative the Securityholder Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Securityholder Representative; Indebtedness; (e) the Parent Purchaser, the Merger Sub, the Company and the Company Stockholder Representative shall make such other deliveries as are required by Article VII III hereof; andand 10

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties parties hereto shall consummate the following transactions at (the Closing“Closing Transactions”) on the Closing Date: (a) the Company and the Merger Sub shall cause each of the Agreement of Merger and the DE Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State States of California and Delaware, as applicable; (b) in accordance with Section 1.041.02(b) and the Allocation Schedule, the Parent Purchaser shall pay to each Stockholder that has delivered to the Purchaser a Letter of Transmittal, an amount in cash equal to the excess of (ix) deliverthe Per Share Initial Merger Consideration multiplied by the number of shares of Common Stock such Stockholder owned immediately prior to the Closing over (y) the outstanding Loan Amount (and, solely with respect to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or cause to be deliveredtheir successors, as Trustees of the 2003 ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Family Trust dated September 25, 2003, the Closing Payment Amount outstanding Management Loan Amount), if any, payable by such Stockholder to the Exchange AgentCompany, by wire transfer of immediately available United States funds to the account(s) designated by such holder in writing such holder’s Letter of Transmittal; (c) immediately prior to the Effective Time, all unexercised and unexpired Options then outstanding shall be cancelled by the Exchange Agent Company, and (iiin accordance with Section1.02(b) instruct Parent’s transfer agent and the Allocation Schedule, the Purchaser shall cause the Company to deposit with pay to each Optionholder that has delivered to the Exchange AgentPurchaser an Option Letter of Transmittal, as promptly as practicablein consideration for the cancellation of such Options, an amount in cash equal to the excess of the Per Share Initial Merger Consideration over the exercise price of such Option multiplied by the number of shares of Parent Common Stock equal to the Stockholder Percentage of the Stock Election Total Share Amount; (c) in accordance with Section 1.03, the Parent shall (i) deliver, for which such Option is exercisable reduced by applicable withholding tax or cause other amounts required to be delivered, to the Company (A) the aggregate Closing Option Cash Consideration plus (B) the aggregate Unaccredited Investor Stock Election Consideration payable to holders of In-the-Money Stock Options that are Unaccredited Investors in accordance with Section 1.11withheld by applicable Law, by wire transfer of immediately available United States funds to the account account(s) designated by such holder in writing by such holder’s Option Letter of Transmittal. For the avoidance of doubt, in the event that the exercise price of any such cancelled Option is equal to or greater than the Per Share Initial Merger Consideration with respect to the shares of Common Stock subject to the Option, the holder of such cancelled Option shall not be entitled to receive any payment under this Section 2.02(c). Prior to the Effective Time, the Company and shall take all reasonably necessary or appropriate action to effectuate the transactions contemplated by this Section 2.02(c). Payments made in respect of Options at the Closing (ii) direct Parent’s transfer agent to issue, as promptly as practicable, the number of shares of Parent Common Stock equal other than amounts contributed to the Optionholder Percentage of the Stock Election Total Share Amount in accordance with Section 1.11 to holders of In-the-Money Options through book-entry transfer of such shares to those participant accounts at The Depository Trust Company Escrow Fund) shall be treated as designated in writing compensation paid by the Company to Parent prior the Optionholders at the Closing. Amounts that would be payable in respect of Options that are contributed to the Closing DateEscrow Fund shall be treated as compensation paid to the Optionholders if and when such amounts held in escrow are released from escrow and paid to the Optionholders; (d) in accordance the Purchaser shall deposit the Holdback Amount with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Securityholder Representative the Securityholder Representative AmountRepresentative, by wire transfer of immediately available United States funds to the account(s) one or more bank accounts designated in writing by the Securityholder Representative; (e) the Parent Purchaser shall deposit $1,000,000 (the “Purchase Price Adjustment Escrow Amount”) into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms and conditions of the Escrow Agreement; (f) the Purchaser shall deposit $31,500,000 (the “Indemnity Escrow Amount” and together with the Purchase Price Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) established pursuant to the terms and conditions of the Escrow Agreement; (g) Purchaser or Merger Sub shall, or shall cause the Surviving Corporation to, deliver to each holder of Estimated Indebtedness set forth on Schedule 2.02(g), the amount necessary to satisfy such Estimated Indebtedness with the result that, immediately following the Closing, there will be no further monetary obligations of the Company with respect to any Indebtedness outstanding immediately prior to the Closing; (h) Purchaser or Merger Sub shall pay, or shall cause to be paid, to each payee owed any portion of the Estimated Transaction Costs, by wire transfer of immediately available United States funds to one or more bank accounts designated by the Company (as previously designated to the Company by each such payee), the respective amount of Estimated Transaction Costs owed to such payee; and (i) the Purchaser, the Company, and the Company Representative (on behalf of the Common Security Holders) shall make such other deliveries as are required by Article VII III hereof; and.