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 and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.1; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (d) the Buyer or the Surviving Co the Exchange Agent to establish a reserve account for the distribution of certificates representing the Initial Merger Shares to the Company Stockholders in accordance with Sections 1.5(d) and 1.8(a); (e) the Buyer or the Surviving Corporation shall deliver instructions to the Exchange Agent to distribute certificates representing the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b) and 1.9; and (f) the Buyer, the Representative and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, and the Buyer shall deliver to the Escrow Agent certificates for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to Section 1.13.

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 5.15.2; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.25.3; (c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (d) the Buyer or the Surviving Co the Exchange Agent to establish a reserve account for the distribution each of certificates representing the Initial Merger Shares to the Company Stockholders in accordance with Sections 1.5(dshall deliver to the Buyer the certificate(s) and 1.8(a)representing his, her or its Company Shares; (e) the Buyer or the Surviving Corporation shall deliver instructions to the Exchange Agent to distribute cash and certificates representing for the Initial Merger Shares to the Management Participants each Company Stockholder in accordance with Sections 1.6(b) and 1.9Section 1.5; and (f) the Buyer, the Representative Indemnification Representatives and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, Agreement and the Buyer shall deliver to the Escrow Agent certificates a certificate for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to Section 1.131.9.

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 Section 5.1; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company Representative the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (d) the Buyer or the Surviving Co Corporation shall deliver to the Exchange Agent to establish (i) a reserve account certificate for the distribution of certificates representing the aggregate Initial Merger Shares to the Company Stockholders in accordance with Sections 1.5(d1.5(e) and 1.8(a); 1.7(a) and (eii) the Buyer or the Surviving Corporation shall deliver instructions an amount in cash equal to the Exchange Agent to distribute certificates representing the Initial aggregate Cash Merger Shares to the Management Participants Consideration in accordance with Sections 1.6(b1.5(f) and 1.91.7(a); and (fe) the Buyer, the Representative and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, and the Buyer shall deliver to the Escrow Agent certificates a certificate for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to Section 1.131.11.

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 5.1; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company Representative the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (d) the Buyer or the Surviving Co Corporation shall authorize and instruct the Exchange Agent to establish a reserve account for deliver the distribution of certificates representing the aggregate Initial Merger Shares, the Representative Shares to and the Company Stockholders Escrow Shares in accordance with Sections 1.5(d1.5(h) and 1.8(a1.7(a); (e) the Buyer or the Surviving Corporation shall deliver instructions to the Exchange Agent to distribute certificates representing the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b) and 1.9; and (fe) the Buyer, the Representative and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, and the Buyer shall instruct the Exchange Agent to deliver to the Escrow Agent certificates a certificate for the Indemnification Escrow Shares and the Representative Shares being placed in escrow on the Closing Date pursuant to Section 1.131.11.

Actions at the Closing. At the Closing: (a) the Company SnowShore shall deliver to the Buyer Brooktrout and the Transitory Subsidiary Canal the various certificates, instruments and documents referred to in Section 5.1; (b) the Buyer Brooktrout and the Transitory Subsidiary Canal shall deliver to the Company SnowShore the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware the Certificate of MergerDelaware; (d) each Stockholder, other than holders of Dissenting Shares, shall deliver to Brooktrout for cancellation the Buyer certificate or the Surviving Co the Exchange Agent to establish a reserve account for the distribution of certificates representing the Initial Merger SnowShore Shares to the Company Stockholders in accordance with Sections 1.5(d) and 1.8(a)held by such Stockholder; (e) the Buyer Brooktrout or the Surviving Corporation shall deliver instructions pay in cash (by check or by wire transfer) to each Stockholder, the Exchange Agent portion of the Merger Consideration to distribute certificates representing which each such Stockholder is entitled pursuant to Section 1.6, except the Initial portion of such Stockholder’s Merger Shares Consideration that is deposited into Escrow pursuant to the Management Participants in accordance with Sections 1.6(b) and 1.9Section 1.10; and (f) the BuyerBrooktrout, the Representative and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, Agreement and Brooktrout or Canal shall deposit the Buyer shall deliver balance of the Merger Consideration not paid pursuant to clause (e) above with the Escrow Agent certificates for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to accordance with Section 1.131.10.

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 Section 5.15.2; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.25.3; (c) the Surviving Corporation shall file with the Secretary Secretaries of State of the State States of California and Delaware the Certificate of Merger; (d) the Buyer, Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxx (the "Indemnification Representatives") and a financial institution selected by the Buyer or the Surviving Co the Exchange Agent to establish a reserve account for the distribution of certificates representing the Initial Merger Shares prior to the Company Stockholders in accordance with Sections 1.5(d) Effective Time and 1.8(a); (e) the Buyer or the Surviving Corporation shall deliver instructions reasonably acceptable to the Exchange Agent to distribute certificates representing Indemnification Representatives (the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b"Escrow Agent") and 1.9; and (f) the Buyer, the Representative and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement attached hereto as Exhibit A (the "Escrow Agreement, ") and the Buyer shall deliver to the Escrow Agent certificates a certificate for the Indemnification Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.131.9.

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 Section 5.1; , (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; , (c) the Surviving Corporation Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of Merger; , (d) the Buyer or the Surviving Co the Exchange Agent to establish a reserve account shall deliver certificates for the distribution of certificates representing the Initial Merger Shares to the Company Stockholders (as such terms are defined below) in accordance with Sections 1.5(d) Section 1.6 and 1.8(a); (e) the Buyer or the Surviving Corporation shall deliver instructions to the Exchange Agent to distribute certificates representing the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b) and 1.9; and (f) the Buyer, the Indemnification Representative (as defined therein) and the Escrow Agent (as defined therein) shall execute and deliver the Indemnification Escrow Agreement in substantially the form attached hereto as Exhibit A (the "Escrow Agreement, ") and the Buyer shall deliver to the Escrow Agent certificates a certificate for the Indemnification Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.131.9.

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 Section 5.15.2; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.25.3; (c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (d) each of the Company Stockholders shall deliver to the Buyer the certificate(s) representing his, her or its Company Shares; (e) the Surviving Co the Exchange Agent to establish a reserve account Buyer shall deliver certificates for the distribution of certificates representing Initial Shares to the Initial Merger Shares Stockholder Representative for delivery to the Company Stockholders in accordance with Sections 1.5(d) 1.5 and 1.8(a)1.7; (e) the Buyer or the Surviving Corporation shall deliver instructions to the Exchange Agent to distribute certificates representing the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b) and 1.9; and (f) the Buyer, Buyer shall wire the Initial Cash to an account designated by the Stockholder Representative for disbursement by the Stockholder Representative to the Company Stockholders in accordance with Sections 1.5 and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, and 1.7; and (g) the Buyer shall deliver to reserve the Escrow Agent certificates Distribution Shares for the Indemnification Escrow Shares being placed in escrow on the Closing Date issuance pursuant to Section 1.13Sections 1.5 and 1.7.

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 Section 5.15.2; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.25.3; (c) the Company shall deliver to the Buyer the Company Schedule; (d) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (d) the Buyer or the Surviving Co the Exchange Agent to establish a reserve account for the distribution of certificates representing the Initial Merger Shares to the Company Stockholders in accordance with Sections 1.5(d) and 1.8(a); (e) the Buyer or the Surviving Corporation shall deliver instructions the Cash Consideration to the Exchange Agent to distribute certificates representing the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b) and 1.9; andSection 1.6; (f) the Buyer shall deliver a certificate for the Initial Shares to the Exchange Agent in accordance with Section 1.6; and (g) the Buyer, the Representative Indemnification Representatives and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, Agreement and the Buyer shall deliver to the Escrow Agent certificates for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to Section 1.13.Agent

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 5.15.2; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.25.3; (c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (d) each of the Company Stockholders, other than the holders of Dissenting Shares, shall deliver to the Buyer the certificate(s) representing his, her or the Surviving Co the Exchange Agent to establish a reserve account for the distribution of certificates representing the Initial Merger Shares to the its Company Stockholders in accordance with Sections 1.5(d) and 1.8(a)Shares; (e) the Buyer or the Surviving Corporation shall deliver instructions to the Exchange Agent to distribute certificates representing for the Initial Merger Shares to the Management Participants each Company Stockholder in accordance with Sections 1.6(b) and 1.9Section 1.5; and (f) the Buyer, the Representative Indemnification Representatives and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, Agreement and the Buyer shall deliver to the Escrow Agent certificates a certificate for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to Section 1.131.9.

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 Section 5.1; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2; (c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (d) each holder of Series C Preferred Shares shall deliver to the Buyer or for cancellation the Surviving Co the Exchange Agent to establish a reserve account for the distribution of certificates certificate(s) representing the Initial Merger Shares to the Company Stockholders in accordance with Sections 1.5(d) and 1.8(a)such holder’s Series C Preferred Shares; (e) the Buyer or the Surviving Corporation shall deliver instructions pay (by check or by wire transfer) to each Company Stockholder 90% (rounded up to the Exchange Agent nearest $.01) of the Merger Consideration into which his or her Company Shares are converted pursuant to distribute certificates representing the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b) and 1.9Section 1.5; and (f) the Buyer, the Representative Indemnification Representatives, the Major Stockholders and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, Agreement and the Buyer or the Transitory Subsidiary shall deliver deposit the balance of the Merger Consideration not paid pursuant to clause (e) above with the Escrow Agent certificates for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to accordance with Section 1.131.8.