Common use of Closing of the Offer Clause in Contracts

Closing of the Offer. Purchaser shall accept for payment and pay for all Shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer, and in any event within three business days after the expiration of the Offer (such time, the “Offer Closing”), in each case, on the terms and subject to the conditions of the Offer (as set forth in the Offer Documents) and this Agreement (including, as applicable to the Offer, the conditions set forth on Exhibit A hereto, Section 1.1(f) and Article 6 herein), other than any such conditions which by their nature cannot be satisfied until the date of the Offer Closing. Prior to the Offer Closing, Purchaser shall enter into an agreement with such bank or trust company as may be designated by the Company and reasonably acceptable to Purchaser (the “Exchange Agent”), which shall provide for the payment of the Offer Price in accordance with the terms of the Offer. Purchaser shall deposit with the Exchange Agent prior to the Offer Closing, and no less than three days prior thereto, for the benefit of the holders of the Shares, for payment by the Exchange Agent in accordance with this Section 1.1(e), the cash necessary to pay for the Shares validly tendered and not withdrawn pursuant to the Offer (the “Exchange Fund”). Any portion of the Exchange Fund that remains undistributed after the consummation of the Transactions shall be delivered to Purchaser upon demand.

Closing of the Offer. Purchaser shall accept for payment and pay for all Shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer, and in any event within three business days after the expiration of the Offer (such time, the “Offer Closing”), in each case, on On the terms and subject to the conditions of the Offer (as set forth in the Offer Documents) and this Agreement (including, as applicable to the Offer, the conditions set forth on Exhibit A hereto, Section 1.1(f) and Article 6 herein), other than any such conditions which by their nature cannot be satisfied until the date of the Offer Closing, Purchaser shall accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer, and in any event within three business days after the expiration of the Offer (such time, the “Offer Closing”). Prior to the Offer Closing, Purchaser shall enter into an agreement with such bank or trust company as may be designated by the Company Purchaser and reasonably acceptable to Purchaser the Company (the “Exchange Agent”), which shall provide for the payment of the Offer Price in accordance with the terms of the Offer. Purchaser shall deposit with the Exchange Agent reasonably prior to the Offer Closing, and no less than three five days prior thereto, for the benefit of the holders of the Shares, for payment by the Exchange Agent in accordance with this Section 1.1(e), the cash necessary to pay for the Shares validly tendered and not withdrawn pursuant to the Offer (the “Exchange Fund”). Any portion of the Exchange Fund that remains undistributed to the holders of Shares upon the completion of the Offer shall be used to fund the Top-Up Purchase, as necessary. Any portion of the Exchange Fund that remains undistributed after the consummation of the Transactions shall be delivered to Purchaser upon demand.