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(a), the Parent shall deliver the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent; (c) the Parent shall deliver the Blocker Closing Payment Amount set forth in the Estimated Closing Statement to Aquiline and New York Life, as applicable, in accordance with the Blocker Purchase Agreements, by wire transfer of immediately available funds to the account(s) designated in writing by Aquiline and New York Life, as applicable; (d) in accordance with Section 1.05, the Parent shall deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative; (e) the Parent shall deposit the Escrow Amount into the Escrow Account; (f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies (including, if so desired, by directing the Company to use freely available Cash to repay), all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and (h) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.

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(a)1.04, (x) the Parent shall deliver deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement Statement, less the Direct Payment Amount, to the Paying AgentRepresentative, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying AgentRepresentative and (y) the applicable portion of the Direct Payment Amount directly to the applicable holders of Company Common Stock; (c) in accordance with Section 1.03, the Parent shall deliver deliver, or cause to be delivered, the Blocker Closing Payment Amount Option Consideration set forth in the Estimated Closing Statement to Aquiline and New York Lifethe Company, as applicable, in accordance with for the Blocker Purchase Agreements, benefit of the holders of Options by wire transfer of immediately available funds to the account(s) account designated in writing by Aquiline and New York Life, as applicablethe Company; (d) in accordance with Section 1.05, the Parent shall deliver deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative; (e) the Parent shall deposit deliver, or cause to be delivered, the Escrow Amount into the Escrow AccountAccount in accordance with Section 1.11; (f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies (including, if so desired, by directing the Company to use freely available Cash to repay), all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and (hg) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.

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(a)1.04, the Parent shall deliver deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent; (c) in accordance with Section 1.03, the Parent shall deliver deliver, or cause to be delivered, the Blocker Closing Payment Amount Option Consideration set forth in the Estimated Closing Statement to Aquiline and New York Lifethe Company, as applicable, in accordance with for the Blocker Purchase Agreements, benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account(s) account designated in writing by Aquiline and New York Life, as applicablethe Company; (d) in accordance with Section 1.05, the Parent shall deliver deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative; (e) the Parent shall deposit deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow AccountAccount in accordance with the Escrow Securityholders Side Letter; (f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies (including, if so desired, by directing the Company to use freely available Cash to repay)Companies, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and (h) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.