Common use of Actions at the Closing Clause in Contracts

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer the various certificates, instruments and documents referred to in paragraphs (e) through (o) of Section 6.1 below; (b) the Buyer shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below; (c) the Buyer shall be entered into the share register of the Company as the owner of the Company Shares sold by the Company Stockholders pursuant to this Agreement; (d) the Buyer shall deliver to the Stockholders' Representative, for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) in accordance with Section 1.5 below; and (e) the Buyer, each of the Company Stockholders and the Escrow Agent (as defined therein) shall execute and deliver an Escrow Agreement in substantially the form 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 1.7 below.

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 paragraphs (e) through (o) of Section 6.1 below; 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below; 5.3, (c) the Buyer Company and the Transitory Subsidiary shall be entered into file with the share register Secretary of State of the Company as State of Utah and the owner Secretary of State of the Company Shares sold by State of Delaware the Company Stockholders pursuant to this Agreement; Merger Documents, (d) the Buyer shall deliver to the Stockholders' Representative, certificates for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) to the shareholders of the Company in accordance with Section 1.5 below; and 1.7 and (e) the Buyer, each of the Company Stockholders Indemnification Representative (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver an the Escrow Agreement in substantially the form attached hereto as EXHIBIT A Exhibit B (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 1.7 below1.10.

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: (a) The Purchaser shall pay and deliver to the Company Sellers the Purchase Price payable as provided in Section 2.1 and issue share certificates for the shareholders as listed in Schedule A (b) The Seller shall deliver to the Buyer Purchaser certificates representing all Company Shares, together with stock powers duly endorsed for transfer of the various certificates, instruments and documents referred to in paragraphs (e) through (o) of Section 6.1 below; (b) the Buyer shall deliver Company Shares to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 belowPurchaser; (c) Seller shall execute and deliver to the Buyer shall be entered into a general release substantially in the share register form of Exhibit A hereto (the Company as the owner of the Company Shares sold by the Company Stockholders pursuant to this Agreement“General Release”); (d) The Company and Xxxx Xxxxxxxx Xxxxxx Xxxxxx shall enter into an Employment Agreement substantially in the Buyer shall deliver to the Stockholders' Representative, for distribution to the Company Stockholders, certificates representing the Initial Shares form of Exhibit B hereto (as defined below) in accordance with Section 1.5 below“Xxxxxx Agreement”); and (e) the Buyer, each of the The Company Stockholders and the Escrow Agent (as defined therein) Xxxxxx Xxxxxx Xxxxx shall execute and deliver enter into an Escrow Employment Agreement substantially in substantially the form attached of Exhibit C hereto as EXHIBIT A (the "Escrow “Xxxxx 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 1.7 below.”);

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 paragraphs (e) through (o) of Section 6.1 below5.2; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below5.3; (c) the Buyer Surviving Corporation shall be entered into file with the share register Secretary of State of the Company as State of Delaware the owner Certificate of the Company Shares sold by the Company Stockholders pursuant to this AgreementMerger; (d) the Buyer shall deliver to certificates for the Stockholders' Representative, for distribution Merger Shares (as defined below) to the Company Stockholders, certificates representing the Initial Shares Stockholders (as defined below) in accordance with Section 1.5 below1.7; and (e) the Buyer, each of the Company Stockholders and the Escrow Agent (as defined therein) shall execute and deliver an Escrow Agreement in substantially the form attached hereto as EXHIBIT A escrow agreement (the "Escrow Agreement") shall be executed and delivered by the Buyer, the Company, the Principal Stockholders and American Stock Transfer and Trust Company (or its successor under the Escrow Agreement) in form and substance reasonably satisfactory to such parties, and, on the Closing Date, the Buyer shall deliver to the Escrow Agent a certificate or certificates for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.7 below1.10; and (f) the Buyer shall pay those legal fees and other expenses of the Company from which it has received payoff letters in accordance with Section 5.2(p) hereof.

Actions at the Closing. At the Closing: (ai) the Company and the Company Stockholders shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in paragraphs (e) through (o) of Section 6.1 below5.1; (bii) the Buyer and the Transitory Subsidiary shall deliver to the Company and the Company Stockholders the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below5.2; (ciii) the Buyer Surviving Corporation shall be entered into file with the share register Secretary of State of the Company as State of Delaware the owner Certificate of the Company Shares sold by the Company Stockholders pursuant to this AgreementMerger; (div) each Company Stockholder shall deliver to the Buyer the certificate(s) representing its Company Shares (as defined below); (v) the Buyer shall deliver to the Stockholders' Representative, certificates for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5 below1.5; and (evi) Jack Xxxxxx, Xxrvxx X. Xxxxxx xxx Arnoxx Xxxxxx (xxe "STOCKHOLDER REPRESENTATIVES"), the BuyerBuyer and BankBoston, each of N.A., or such other nationally recognized bank as may be selected by Buyer (the Company Stockholders and the Escrow Agent (as defined therein"ESCROW AGENT") shall execute and deliver an the Escrow Agreement substantially in substantially the form attached hereto as EXHIBIT A B (the "Escrow AgreementESCROW 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 1.7 below1.7.

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 paragraphs (e) through (o) of Section 6.1 below; 5.1, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below; 5.2, (c) the Buyer Company and the Transitory Subsidiary shall be entered into file with the share register Secretary of State of the Company as State of New York the owner Certificate of the Company Shares sold by the Company Stockholders pursuant to this Agreement; Merger, (d) the Buyer shall deliver to certificates for the Stockholders' Representative, for distribution Initial Shares to the Company Stockholders, certificates representing the Initial Shares Stockholders (as such terms are defined below) in accordance with Section 1.5 below; and 1.6 and (e) the Buyer, each of the Company Stockholders Indemnification Representative (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver an the Escrow Agreement in substantially the form 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 1.7 below1.9.

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 paragraphs (e) through (o) of Section 6.1 below; 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below; 5.3, (c) the Buyer Company shall be entered into file the share register Certificate of Merger with the Secretary of State of the Company as the owner State of the Company Shares sold by the Company Stockholders pursuant to this Agreement; Delaware, (d) the Buyer shall deliver to certificates for the Stockholders' Representative, for distribution to the Company Stockholders, certificates representing the Stockholder Initial Shares (as defined below) to the Stockholders in accordance with Section 1.5 below; and 1.7 and (e) the Buyer, each of Xxxxxxx X. Xxxxxxxxxx (the "Indemnification Representative") and American ------------------------------ Stock Transfer & Trust Company Stockholders and (the "Escrow Agent (as defined thereinAgent") shall execute and deliver an ------------ the Escrow Agreement in substantially the form attached hereto as EXHIBIT Exhibit A (the "Escrow Agreement") and --------- ---------------- the Buyer shall deliver to the Escrow Agent a certificate for the Stockholder Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.7 below1.10.

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 paragraphs (e) through (o) of Section 6.1 below; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below; (c) the Buyer Company and the Transitory Subsidiary shall be entered into file with the share register Secretary of State of the Company as State of Connecticut the owner Certificate of the Company Shares sold by the Company Stockholders pursuant to this AgreementMerger; (d) the Buyer Company Stockholder shall deliver to the Stockholders' Representative, Buyer for distribution cancellation a certificate (the "Certificate") evidencing all of the Company Shares (including any Company Shares subject to an escrow or pledge arrangement) duly endorsed in blank or with stock powers duly executed in blank by the Company Stockholder; (e) the Buyer shall cause the Transitory Subsidiary to deliver to the Company Stockholders, certificates representing Stockholder a certificate for the Initial Shares (as defined in Section 1.5 below) in accordance with Section 1.5 below; and (ef) the Buyer, each of the Company Stockholders Stockholder and the Escrow Agent (as defined therein) shall execute and deliver an the Escrow Agreement in substantially the form attached hereto as EXHIBIT Exhibit A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow --------- Agent a certificate for the Escrow Shares (as defined in Section 1.5 below) being placed in escrow on the Closing Date pursuant to Section 1.7 below.

Actions at the Closing. At the Closing: (ai) the Company and the Company Stockholders shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in paragraphs (e) through (o) of Section 6.1 below5.1; (bii) the Buyer and the Transitory Subsidiary shall deliver to the Company and the Company Stockholders the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below5.2; (ciii) the Buyer Surviving Corporation shall be entered into file with the share register Secretary of State of the Company as State of Delaware the owner Certificate of the Company Shares sold by the Company Stockholders pursuant to this AgreementMerger; (div) each Company Stockholder shall deliver to the Buyer the certificate(s) representing its Company Shares (as defined below); (v) the Buyer shall deliver to the Stockholders' Representative, certificates for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5 below1.5; and (evi) Xxxx Xxxxxx, Xxxxxx X. Xxxxxx and Xxxxxx Xxxxxx (the Buyer"Stockholder Representatives"), each of the Company Stockholders Buyer and BankBoston, N.A., or such other nationally recognized bank as may be selected by Buyer (the "Escrow Agent (as defined thereinAgent") shall execute and deliver an the Escrow Agreement substantially in substantially the form attached hereto as EXHIBIT A Exhibit B (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 1.7 below1.7.

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 paragraphs (e) through (o) of Section 6.1 below5.2; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below5.3; (c) the Buyer Surviving Corporation shall be entered into file with the share register Secretary of State of the Company as State of Delaware the owner Certificate of the Company Shares sold by the Company Stockholders pursuant to this AgreementMerger; (d) each of the Buyer stockholders of record of the Company immediately prior to the Effective Time (the “Company Stockholders”) shall deliver to the Stockholders' RepresentativeBuyer the certificate(s) representing his, for distribution to the her or its Company Stockholders, certificates representing the Initial Shares (as defined below) in accordance with Section 1.5 below; and); (e) the Buyer shall deliver certificates for the shares of Buyer Common Stock to each former Company Stockholder in accordance with Section 1.5, and (f) the Buyer, each of the Company Stockholders Indemnification Representative and US Bank Trust National Association (the “Escrow Agent (as defined thereinAgent”) shall execute and deliver an Escrow Agreement in substantially the form attached hereto as EXHIBIT A Exhibit B (the "“Escrow Agreement"”) and the Buyer shall deliver to the Escrow Agent (x) a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.7 below1.9 (collectively, the “Escrow Fund”).

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 paragraphs (e) through (o) of Section 6.1 below5.2; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below5.3; (c) the Buyer Surviving Corporation shall be entered into file with the share register Secretary of State of the Company as State of Delaware the owner Certificate of the Company Shares sold by the Company Stockholders pursuant to this AgreementMerger; (d) each of the Buyer Company Stockholders shall deliver to the Stockholders' RepresentativeBuyer the certificate(s) representing his, for distribution to the her or its Company Stockholders, certificates representing the Initial Shares (as defined below) in accordance with Section 1.5 below; andShares; (e) the Buyer shall deliver certificates for the Initial Shares to each Company Stockholder in accordance with Section 1.5; (f) the Buyer shall pay (by check or wire transfer) to each Company Stockholder 91.24036% (rounded up to the nearest $0.01) of his or her pro rata portion of the Cash Consideration calculated pursuant to Section 1.5; and (g) the Buyer, each of the Company Stockholders Stockholder Representatives and the Escrow Agent (as defined therein) shall execute and deliver an the Escrow Agreement in substantially and the form attached hereto as EXHIBIT A (the "Tax Escrow Agreement") Agreement and the Buyer shall deliver to the Escrow Agent the balance of the Cash Consideration not paid pursuant to clause (f) above and a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.7 below1.10.

Actions at the Closing. At the Closing: , (ai) the Company Stockholders and the Company shall deliver to the Buyer the various certificates, instruments instruments, and documents referred to in paragraphs Section 6(a) below, (e) through (o) of Section 6.1 below; (bii) the Buyer shall deliver to the Company Stockholders and the Company the various certificates, instruments instruments, and documents referred to in paragraphs Section 6(b) below, (ciii) through each of the Company Stockholders shall deliver to the Buyer stock certificates representing all of his or her Company Shares, endorsed in blank or accompanied by duly executed assignment documents, (f) of Section 6.2 below; (civ) the Buyer shall be entered into the share register of the Company as the owner of the Company Shares sold by and the Company Stockholders pursuant to this Agreement; shall file with the (dA) Secretary of State of the State of Delaware a Certificate of Merger in the form attached hereto as Exhibit A (the "Certificate of Merger"), and (B) Secretary of State of the State of Colorado the Articles of Merger in the form attached hereto as Exhibit B (the "Articles of Merger")and (v) the Buyer shall deliver to the Stockholders' Representative, for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) in accordance with Section 1.5 below; and (e) the Buyer, each of the Company Stockholders and the Escrow Exchange Agent (as defined therein) shall execute and deliver an Escrow Agreement in substantially the form attached hereto as EXHIBIT A (manner provided below in this Section 2 the "Escrow Agreement") and certificates evidencing 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 issued pursuant to Section 1.7 belowthis Agreement.

Actions at the Closing. At the Closing: , (ai) the Company shall will deliver to the Buyer Purchaser and the Transitional Subsidiary the various certificates, instruments instruments, and documents referred to in paragraphs (e) through (o) of Section 6.1 below; ; (bii) the Buyer shall Purchaser and the Transitional Subsidiary will deliver to the Company the various certificates, instruments instruments, and documents referred to in paragraphs (c) through (f) of Section 6.2 below; ; (ciii) the Buyer shall be entered into Transitional Subsidiary and the share register Company will file with the Secretary of State of the Company as the owner State of the Company Shares sold by the Company Stockholders pursuant to this Agreement; (d) the Buyer shall deliver to the Stockholders' Representative, for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) Delaware a Certificate of Merger in accordance with Section 1.5 below; and (e) the Buyer, each of the Company Stockholders and the Escrow Agent (as defined therein) shall execute and deliver an Escrow Agreement in substantially the form attached hereto as EXHIBIT A (the "CERTIFICATE OF MERGER"); (iv) the Purchaser shall deliver the Merger Consideration in the manner provided below in this Section 2; and (v) the Company, the Stockholders' Agent (as defined in Section 8.4(a) hereof) and the Escrow AgreementAgent (as defined in Section 2.11 hereof) shall execute and deliver an Escrow Agreement in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT") and the Buyer Purchaser shall deliver to the Escrow Agent a certificate for the Escrow Purchaser Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.7 below2.11 hereof.

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 paragraphs (e) through (o) of Section 6.1 below; 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below; 5.3, (c) the Buyer Company and the Transitory Subsidiary shall be entered into file with the share register Secretary of State of the Company as State of Delaware the owner 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 sold by the Company Stockholders pursuant to this Agreement; (das defined in Section 1.5(a)), (e) the Buyer shall deliver authorize BankBoston, N.A. (the "Exchange Agent") to the Stockholders' Representative, issue to each holder of Company Shares who have delivered their certificates pursuant to clause (d) of this Section certificates for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below), subject to the terms of the Escrow Agreement (as defined below) in accordance with Section 1.5 below; and and (e) the Buyer, each of the Company Stockholders Indemnification Representatives (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver an the Escrow Agreement in substantially the form attached hereto as EXHIBIT 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 1.7 below1.9.

Actions at the Closing. At the Closing: , (a) the Company shall deliver to the Buyer the various certificates, instruments and documents referred to in paragraphs (e) through (o) of Section 6.1 below; 5.2, (b) the Buyer shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below; 5.3, (c) the Buyer Company and the Transitory Subsidiary shall be entered into file the share register Articles of Merger with the Florida Secretary of State, (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Company Stockholders"), other than holders of Dissenting Shares (as defined below), shall deliver to the owner Buyer the certificate(s) representing his or her shares of capital stock of the Company Shares sold by the Company Stockholders pursuant to this Agreement; Company, (de) the Buyer shall deliver to the Stockholders' Representative, certificates for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) and checks representing the Initial Payment (as defined below) to such Company Stockholders in accordance with Section 1.5 below; and and (ef) the Buyer, each of Manuxx Xxxxx (xxe "Indemnification Representative") and State Street Bank and Trust Company (the Company Stockholders and the "Escrow Agent (as defined thereinAgent") shall execute and deliver an the Escrow Agreement substantially in substantially the form 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) and a check for the Escrow Payment (as defined below) being placed in escrow as deferred purchase price on the Closing Date pursuant to Section 1.7 below1.7, which shall be paid to the Company Stockholders in accordance with the terms of the Escrow Agreement.

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 paragraphs (e) through (o) of Section 6.1 below; 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below; 5.3, (c) the Buyer Company and the Transitory Subsidiary shall be entered into file the share register appropriate Merger Documents with the Secretaries of State of the Company as the owner States of the Company Shares sold by the Company Stockholders pursuant to this Agreement; Delaware and Illinois, (d) the Buyer shall deliver to the Stockholders' Representative, certificates for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) to the Stockholders in accordance with Section 1.5 below; and 1.6 and (e) the Buyer, each of the Company Stockholders Indemnification --------------- Representatives (as defined therein) and the Escrow Agent (as defined therein) --------------- ------------ shall execute and deliver an the Escrow Agreement in substantially the form attached hereto as EXHIBIT 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 1.7 below1.9.

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 paragraphs (e) through (o) of Section 6.1 below5.2; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below5.3; (c) the Buyer Surviving Corporation shall be entered into file with the share register Secretary of State of the Company as State of Delaware the owner Certificate of the Company Shares sold by the Company Stockholders pursuant to this AgreementMerger; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Company Stockholders") shall deliver to the Buyer the certificate(s) representing his, her or its Company Shares (as defined below); (e) the Buyer shall deliver to the Stockholders' Representative, certificates for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5 below1.5; and (ef) the Buyer, each of Company Stockholder and The Chase Manhattan Bank (the Company Stockholders and the "Escrow Agent (as defined thereinAgent") shall execute and deliver an the Escrow Agreement in substantially the form attached hereto as EXHIBIT 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 1.7 below1.9.

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 paragraphs (e) through (o) of Section 6.1 below; 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below; 5.3, (c) the Buyer Surviving Corporation shall be entered into file with the share register Secretary of State of the State of Delaware the Certificate of Merger, (d) each of the stockholders of record of the Company as immediately prior to the owner of Effective Time (the "Company Shares sold by the Company Stockholders pursuant to this Agreement; (dStockholders") the Buyer shall deliver to the Stockholders' RepresentativeBuyer the certificate(s) representing his, for distribution to the her or its Company Stockholders, certificates representing the Initial Shares (as defined below) in accordance with Section 1.5 below; and ), and (e) the Buyer, each of G. Bradxxxx Xxxxx xxx E. Bertxxx Xxxxx (xxe "Indemnification Representatives") and an escrow agent to be named by the Buyer and acceptable to the Company Stockholders and (the "Escrow Agent (as defined thereinAgent") shall execute and deliver an the Escrow Agreement in substantially the form 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 1.7 below1.8.