Actions at the Closing. At the Closing:
Actions at the Closing. At the Closing, the Purchaser and the Company (as applicable) shall take or cause to be taken the following actions (“Closing Actions”):
Actions at the Closing. At the Closing, the following actions shall occur (the “Closing Actions”):
Actions at the Closing. At the Closing, the Seller and the Purchaser shall take such action and execute and deliver such agreements and other documents and instruments as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms and conditions, including, without limitation, the following:
Actions at the Closing. At the Closing, the parties shall take the following actions:
Actions at the Closing. At the Closing, (a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 4.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 4.3, (c) the Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of Merger, (d) the Buyer shall deliver a certificate for the Initial Shares (as defined below) to a bank trust company or other entity reasonably satisfactory to the Company appointed by the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.7, (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.10, (f) the Initial Bridge Note Holders and the Subsequent Bridge Note Holders (each as defined below) shall deliver to the Buyer for cancellation the Initial Bridge Notes and the Subsequent Bridge Notes (each as defined below), respectively, pursuant to Section 1.17, and (h) the Buyer shall issue to the Initial Bridge Note Holders the Note Repayment Shares (as defined below) in full payment of the Initial Bridge Notes, and the Buyer shall issue to the Subsequent Bridge Note Holders the Note Repayment Price (as defined below) in full payment of the Subsequent Bridge Notes, each in accordance with Section 1.17.
Actions at the Closing. The Company and the Board shall take all necessary action to cause, effective as of the Closing:
Actions at the Closing. On each Closing Date, the following actions shall occur (the "Closing Actions"):
Actions at the Closing. At the Closing, (a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and 7 documents referred to in Section 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3, (c) the Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of Merger, (d) each stockholder of the Company, other than holders of Dissenting Shares (as defined in Section 1.6), shall deliver to the Buyer for cancellation the certificate(s) representing his or her Company Shares (as defined in Section 1.5(a)), (e) the Buyer shall authorize BankBoston, N.A. (the "Exchange Agent") to issue to each holder of Company Shares who have delivered their certificates pursuant to clause (d) of this Section certificates for the Initial Shares (as defined below), subject to the terms of the Escrow Agreement (as defined below) and (e) the Buyer, the Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Escrow Agreement attached hereto as Exhibit A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.
Actions at the Closing. At the Closing, (a) the Management Company shall deliver to BRI the various certificates, instruments and documents referred to in Section 8.10, (b) BRI shall deliver to the Company the various certificates, instruments and documents referred to in Section 9.9, (c) the Management Company and BRI shall file with the Secretary of State of the State of Delaware the Certificate of Merger, (d) the Management Company and BRI shall file with the Department of Assessments and Taxation of the State of Maryland the Articles of Merger, (e) BRI shall deliver certificates for the BRI Shares (as defined below) to the Stockholders, and (f) the Stockholders shall deliver certificates for the Company Shares (as defined below).
