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 5.2; (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 Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (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) (the "Certificates") representing his, her or its Company Shares (as defined below); (e) the Buyer shall deliver certificates for the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5(b); and (f) the Buyer, Xxxxx X. Xxxxx and Xxxxx X. House, Sr. (each a "Indemnification Representative" and collectively, the "Indemnification Representatives") and State Street Bank and Trust Company (the "Escrow Agent") 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 Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.26.1 below; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.36.2 below; (c) each Company Stockholder shall deliver to the Surviving Corporation shall file Buyer certificates ("Certificates") evidencing the Company Shares owned by such Company Stockholder (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 Secretary of State of the State of Delaware the Certificate of MergerCompany Stockholder; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Company Stockholders") Buyer shall deliver to each respective Company Stockholder, by check or wire transfer of immediately available funds to an account designated by the Buyer Company Stockholder, the certificate(s) (amount set forth next to that Company Stockholder's name in Schedule I hereto and designated the "Certificates") representing his, her or its Company Shares (as defined Initial Cash -------- - Payment," in accordance with Section 1.5 below);; and (e) the Buyer shall deliver certificates for Buyer, each of the Initial Shares Company Stockholders, the Stockholders' Representative (as defined in Section 1.9 below) to each Company Stockholder in accordance with Section 1.5(b); and and the Escrow Agent (f) the Buyer, Xxxxx X. Xxxxx and Xxxxx X. House, Sr. (each a "Indemnification Representative" and collectively, the "Indemnification Representatives") and State Street Bank and Trust Company (the "Escrow Agent"as defined therein) shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT Exhibit A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow ------- - Agent a certificate for check in the amount of the Escrow Shares Cash Payment (as defined in Section 1.5 below) being placed in escrow on the Closing Date pursuant to Section 1.91.7 below.

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer and the Transitory Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.2; (b) the Buyer and the Transitory Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3; (c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (d) each of the stockholders shareholders of record of the Company immediately prior to the Effective Time (the "Company StockholdersShareholders") shall deliver to the Buyer the certificate(s) (the "Certificates") representing his, her or its Company Shares (as defined below); (e) the Buyer Buyer, shall deliver certificates for the Initial Shares (as defined below) to each Company Stockholder Shareholder in accordance with Section 1.5(b); and1.5; (f) the Buyer shall deliver to the Company evidence of the filing with the Secretary of State of Delaware an amendment to its Certificate of Incorporation, in substantially the form attached hereto as Exhibit C; (g) the Surviving Corporation shall file with the Secretary of State of Delaware an amendment to its Certificate of Incorporation, in substantially the form attached hereto as Exhibit D; and (h) the Buyer, Xxxxx X. Xxxxx and Xxxxx X. House, Sr. Steven Lazuka (each a the "Indemnification Representative" "), and collectively, the McGuireWoodx XXX (xxx "Indemnification Representatives") and State Street Bank and Trust Company (the "Escrow Xscrow Agent") shall execute and deliver the Escrow Agreement in substantially the form attached hereto as EXHIBIT A Exhibit E (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 Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and 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) each holder of the Surviving Corporation outstanding 10% Subordinated Convertible Debentures due January 31, 1998 of the Company (the "Debentures") shall exchange the Debentures for promissory notes of the Buyer (the "Buyer Notes") in substantially the form attached hereto as Exhibit A, in a principal amount equal to the principal amount, plus all accrued and unpaid interest through the Closing Date, of the Debentures for which the Buyer Notes are exchanged, and the Buyer and the holders of the Debentures shall enter into a Registration Rights Agreement in the form attached hereto as Exhibit B; (d) the Company and the Transitory Subsidiary shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (de) 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) (the "Certificates"or instrument(s) representing his, /her or its Company Common Shares (as defined below); (ef) the Buyer shall deliver to each Company Stockholder certificates for the Initial Shares (as defined in Section 1.5 below) to each Company Stockholder into which his/her Common Shares are converted in accordance with Section 1.5(b)1.5; and (fg) the Buyer, Xxxxx Dr. Xxxxxx X. Xxxxx Xxxx, Jr. and Xxxxx Dennxx X. House, Sr. Xxxxxxxx (each a "Indemnification Representative" and collectively, the xxe "Indemnification Representatives") and State Street Bank and Trust Company (the "Escrow Agent") shall execute and deliver the Escrow Agreement in the form attached hereto as EXHIBIT A Exhibit C (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 1.91.8.

Actions at the Closing. At the Closing: (a) the Company shall and Zehrxx xxxll deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments instruments, and documents referred to in Section 5.25.1; (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments instruments, and documents referred to in Section 5.35.2; (c) the Surviving Corporation shall file with the Secretary Secretaries of State of the State of Delaware and Washington the Delaware Certificate of Merger and the Washington Certificate of Merger; (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 shares of the common stock of the Company (the "CertificatesCommon Shares") representing his, her or its Company Shares (as defined below); (e) the Buyer shall deliver certificates for the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5(b); and1.5; (f) the Buyer shall deliver a note, substantially in the form attached hereto as Exhibit A (a "Note"), to each Company Stockholder in accordance with Section 1.5; and (g) the Buyer, Xxxxx X. Xxxxx and Xxxxx X. House, Sr. Zehrxx (each a "Indemnification Representative" and collectivelyxx such capacity, the "Indemnification RepresentativesRepresentative") ), and State Street Bank an escrow agent mutually acceptable to the Buyer and Trust Company Zehrxx (the xxe "Escrow Agent") shall execute and deliver the Escrow Agreement 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 1.91.7.

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 5.2; (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 Surviving Corporation shall file the California Merger Filings with the Secretary of State of the State of California and the Delaware Merger Filings with the Certificate Secretary of MergerState of the State of Delaware; (d) each of the stockholders of record of Buyer shall deliver the Preliminary Merger Consideration (as defined in Section 1.8(a)) to a bank, trust company or other entity reasonably satisfactory to the Company immediately prior appointed by the Buyer to act as the Effective Time exchange agent (the "Company StockholdersExchange Agent") shall deliver in accordance with Section 1.7 (subject to reduction by such adjustments, if any, as may be required by Sections 1.8(a) in respect of the Buyer Preliminary Balance Sheet and 1.10 (a) in respect of the certificate(s) (Shareholders' Representative Fund and the "Certificates") representing his, her or its Company Shares (as defined belowExpenses); (e) the Buyer shall deliver certificates for cause the Initial Shares Shareholders' Representative Fund and the Expenses to be paid from the Merger Consideration, respectively, pursuant to the written directions received by the Buyer under Section 1.10(a), and the Buyer shall also pay (without reducing the Merger Consideration) the $300,000 sum of professional expenses to be borne by the Buyer under Section 4.8 to the professionals entitled thereto as defined below) identified by written notice given to each the Buyer prior to the Closing by the Company Stockholder in accordance with Section 1.5(b)and the Shareholders' Representative; and (f) the Buyer, Xxxxx X. Xxxxx and Xxxxx X. House, Sr. the Shareholders' Representative (each a "Indemnification Representative" and collectively, the "Indemnification Representatives"as defined in Section 1.10) and State Street Bank and United States Trust Company (the "Escrow Agent") shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A C (the "Escrow Agreement") and the Buyer or the Transitory Subsidiary shall deliver to deposit $20,000,000 with the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to accordance with Section 1.91.11.

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 5.2; (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 Surviving Corporation Buyer, on behalf of the Parties, shall file with the Secretary of State of the State of Delaware the Certificate of Merger; (d) each of the stockholders stockholder of record of the Company immediately prior to the Effective Time (the "Company Stockholders"), other than holders of Dissenting Shares (as defined in Section 1.6(a) below) shall deliver to the Buyer for cancellation the certificate(s) (the "Certificates") representing his, her or its Company Shares (as defined in Section 1.5(a) below); (e) the Buyer shall (i) pay (by check or wire transfer) the Initial Cash Payment (as defined below) and (ii) deliver certificates for the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5(b)1.5; and (f) the Buyer, Marc Xxxxx X. xxx Jeff Xxxxx and Xxxxx X. House, Sr. (each a "Indemnification Representative" and collectively, the xxe "Indemnification Representatives") and State Street Bank and United States Trust Company (the "Escrow Agent") shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent (i) the Escrow Cash (as defined below) and (ii) 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 Company shall deliver to the Buyer and the Transitory Merger Subsidiary the various certificates, instruments and documents referred to in Section 5.2; (b) the Buyer and the Transitory Merger Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3; (c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger and with the Secretary of State of the State of Washington the Articles of Merger; (d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Company Stockholders") Buyer shall deliver to the Buyer the certificate(s) (the "Certificates") representing his, her or its Company Shares Initial Cash Consideration (as defined below); (e) the Buyer shall deliver certificates and a certificate for the Initial Shares (as defined below) to each a bank trust company or other entity reasonably satisfactory to the Company Stockholder appointed by the Buyer to act as the exchange agent (the "Exchange Agent") in accordance with Section 1.5(b1.7; (e) the Buyer shall deliver the Special Escrow Cash (as defined below) to an escrow agent (the "Special Escrow Agent") designated by the Indemnification Representatives, in accordance with written instructions delivered to the Buyer not later than three business days prior to the Closing Date, pursuant to Section 1.10(c); and (f) the Buyer, Xxxxx X. Xxxxx Lucie Fjeldstad and Xxxxx X. House, Sr. James Beach (each a "Indemnification Representative" and collectively, the "Indemnification Representatives") and State Street Bank and Trust xxx Xxxxx Xxxeet Bxxx xxx Xxxst Company (the "Escrow Agent") 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 1.91.10(a).

Actions at the Closing. At the Closing: (a) the Company shall deliver to the Buyer Parent and the Transitory Acquisition Subsidiary the various certificates, instruments and documents referred to in Section Sections 5.1 and 5.2; (b) the Buyer Parent and the Transitory Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section Sections 5.1 and 5.3; (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) the Buyer shall surrender to the Parent 20,178,000 shares of Parent Common Stock (the “Share Contribution”) in connection with the Split-Off. (e) each of the stockholders holders of Company Common Stock of record of the Company immediately prior to the Effective Time (the "“Company Common Stockholders"”) shall shall, if requested by the Parent, deliver to the Buyer Parent the certificate(s) (the "Certificates") representing his, her or its Company Shares (as defined below)Common Stock; (ef) the Buyer Parent shall deliver certificates for the Initial Shares (as defined below) to each holder of Company Stockholder Common Stock in accordance with Section 1.5(b)1.5; (g) except for the investors in the Private Placement Offering, each holder of Company Series A Preferred Stock (as defined below) immediately prior to the Effective Time (the “Company Preferred Stockholders” and, together with the Company Common Stockholders, the “Company Stockholders”) shall, if requested by the Parent, deliver to the Parent the certificate(s) representing his, her or its Company Series A Preferred Stock; (h) the Parent shall deliver certificates for the Parent Series A Preferred Stock (as defined below) to each of the Company Preferred Stockholders in accordance with Section 1.5; (i) each of the holders of Company Warrants (as defined below) shall deliver to the Parent the certificate(s) representing his, her or its Company Warrants, and the Parent shall deliver Parent Warrants to such holders in accordance with Section 1.8; and (fj) the BuyerParent, Xxxxx X. Xxxxx and Xxxxx X. HouseJxxxx New, Sr. as indemnification representative (each a "the “Indemnification Representative" ”), and collectivelyGottbetter & Partners, the "Indemnification Representatives") and State Street Bank and Trust Company LLP, as escrow agent (the "“Indemnification Escrow Agent") ”), shall execute and deliver the Indemnification Shares Escrow Agreement Agreement, in substantially the form attached hereto as EXHIBIT A Exhibit C (the "“Indemnification Escrow Agreement") ”), and the Buyer Parent shall deliver to the Indemnification Escrow Agent a certificate for the Indemnification Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9the Indemnification Escrow Agreement.