CLOSING DELIVERIES AND ACTIONS OF CIRRUS AND ACQUISITION SUB. (a) At the Closing, Cirrus and Acquisition Sub shall deliver to the Company (except where otherwise indicated):
(i) subject to Section 2.2(e), certificates evidencing shares of Cirrus Common Stock (not including however, the shares of Common Stock comprising the Indemnity Fund as provided in Section 2.2(d)) into which the shares of the Company Common Stock and/or Company Preferred Stock are converted pursuant to Section 2.2(a), as provided in the first sentence of Section 2.2(c)(i), shall be delivered to the Shareholders;
(ii) cash in lieu of fractional shares of Cirrus Common Stock, pursuant to Section 2.4, by wire transfer or check to the Shareholders;
(iii) a certificate of legal existence and good standing of each of Cirrus and Acquisition Sub from the Secretary of State of the State of Delaware;
(iv) a certificate of an executive officer of each of Cirrus and Acquisition Sub in form reasonably satisfactory to the Company certifying that as of the Closing Date the representations and warranties made herein by Cirrus and Acquisition Sub are true in all material respects (without regard to any materiality qualifications set forth therein) and that Cirrus and Acquisition Sub have performed and complied in all material respects with all agreements and covenants required by any of the Transaction Documents to be performed and complied with by them prior to the Closing Date;
(v) the Escrow Agreement, duly executed by Cirrus;
(vi) shares of Cirrus Common Stock comprising the Indemnity Fund as provided in Section 2.2(d), shall be delivered to the Escrow Agent;
(vii) the Assumed Options to the Persons entitled thereto as provided in Section 2.2(b);
(viii) an opinion of counsel to Cirrus and Acquisition Sub addressed to the Company dated as of the Closing Date, satisfactory in form and substance to the Company with respect to the matters set forth in Exhibit G;
(ix) a copy of the Certificate of Merger to be filed by Acquisition Sub pursuant to Section 2.1;
(x) written evidence of the amount of principal and interest due under the Loan that will be deducted from the Merger Consideration; and
(xi) such other documents as the Company shall reasonably request consistent with the terms hereof.
(b) At the time of the Closing, Acquisition Sub shall file with the Secretary of State of the State of Delaware the Certificate of Merger pursuant to Section 2.1.
