Common use of Transfer Closing Clause in Contracts

Transfer Closing. Subject only to the satisfaction in full (or waiver) of all of the conditions set forth in Sections 8.1 and 8.2 of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing) in accordance with the Merger Agreement, the purchase and sale of the Transfer Shares (the “Transfer Closing”) shall take place at such time and place as the Transferor and the Transferee shall agree in writing, provided that the Transfer Closing shall take place on a date prior to the Closing Date. For the avoidance of doubt, if the Company is awarded specific performance with respect to the obligations of Parent and Merger Sub to effect the Closing pursuant to the Merger Agreement, the conditions to the Transfer Closing set forth in this Section 2.1 shall be deemed satisfied. The date of the Transfer Closing is hereinafter referred to as the “Transfer Closing Date”.