Common use of Closing Payments Clause in Contracts

Closing Payments. (i) At the Closing, Parent shall pay the Indebtedness Payoff Amount to ASSA ABLOY, AB in accordance with the Payoff Letter. (ii) Promptly after the Closing (but in no event later than December 31, 2009), Parent shall issue, in full satisfaction of the Company’s obligations under the Company’s Management Incentive Plan to issue shares thereunder, 88,652 shares of Parent Common Stock, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that he is an Accredited Investor. (iii) As soon as practicable following the Closing Date, Parent or its agent shall mail a letter of transmittal substantially in the form attached hereto as Exhibit F (the “Letter of Transmittal”) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. (iv) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal and any other instruments that Parent or its agent may reasonably require (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, the Merger Consideration, if any, into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7, less the Pro Rata Portion of the Escrow Deposit attributable to such shares of Company Capital Stock, based upon such holder’s Pro Rata Portion of the Escrow Deposit contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a), if any. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration, if any, payable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7.

Closing Payments. (i) At the Closing, Parent shall pay the Indebtedness Payoff Amount to ASSA ABLOY, AB in accordance with the Payoff Letter. (ii) Promptly after following the Closing (Date, but in no event later than December 31, 2009), Parent shall issue, in full satisfaction of the Company’s obligations under the Company’s Management Incentive Plan to issue shares thereunder, 88,652 shares of Parent Common Stock, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that he is an Accredited Investor. (iii) As soon as practicable following four Business Days after the Closing Date, Parent or its agent shall mail a letter of transmittal in substantially in the form attached hereto as Exhibit F (the “Letter of Transmittal”) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. (ivii) Upon surrender of a certificate representing their respective that formerly represented shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal Transmittal, Form W-9 or the appropriate series of Form W-8 and any other instruments that Parent or its agent may reasonably require requests (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, therefor that portion of the Closing Merger Consideration, if any, Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.72.7 (determined, solely for purposes of this Section 2.10(b), as if the Final Adjusted Closing Merger Consideration Amount required to determine the Closing Merger Consideration in accordance with the definition thereof was the Estimated Adjusted Closing Merger Consideration Amount), less the Pro Rata Portion of the Escrow Deposit attributable to such shares of Company Capital Stock, based upon such holderStockholder’s Pro Rata Portion of the Escrow Deposit Amount contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a2.10(a). Parent or its agent shall deliver such consideration (which, if anyfor the avoidance of doubt, may be delivered in a book-entry or similar position through The Depository Trust & Clearing Corporation or any other depository or similar functionary, credited to an account for the benefit of such Company Stockholder) specified in the preceding sentence to such Company Stockholder. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the portion of the Merger Consideration, if any, payable in exchange for shares of Company Capital Stock (without interest) Consideration into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.72.7 plus the right to receive a portion of the Earnout Consideration as set forth in Section 2.16, when and if paid.

Closing Payments. (i) At the Closing, Parent shall pay the Indebtedness Payoff Amount to ASSA ABLOY, AB in accordance with the Payoff Letter. (ii) Promptly after the Closing (but in no event later than December 31, 2009), Parent shall issue, in full satisfaction of the Company’s obligations under the Company’s Management Incentive Plan to issue shares thereunder, 88,652 shares of Parent Common Stock, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that he is an Accredited Investor. (iii) As soon as practicable following the Closing Date, Parent or its agent shall mail a letter of transmittal substantially in the Parent’s standard form attached hereto as Exhibit F (the “Letter of Transmittal”) to each Effective Time Company Stockholder at the address set forth opposite each such Effective Time Company Stockholder’s name on the Spreadsheet. (ivii) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agentParent, together with the Letter of Transmittal Transmittal, the Volume Restriction Agreement and any other instruments that Parent or its agent may reasonably require (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, that portion of the Initial Merger Consideration, if any, Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.72.7 hereof, less the Pro Rata Portion of the Escrow Deposit attributable to such shares of Company Capital Stock, based upon minus such holder’s Escrow Pro Rata Portion of the Escrow Deposit contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a), if anyPortion. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration, if any, merger consideration payable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.72.7 hereof. (iii) Upon execution and delivery of the Volume Restriction Agreement, each holder of Company Options shall be entitled to receive from Parent in exchange therefor, his or her Net Option Consideration minus such holder’s Escrow Contribution.

Closing Payments. (i) At the Closing, Parent shall pay the Indebtedness Payoff Amount to ASSA ABLOY, AB in accordance with the Payoff Letter. (ii) Promptly after the Closing (but in no event later than December 31, 2009), Parent shall issue, in full satisfaction of the Company’s obligations under the Company’s Management Incentive Plan to issue shares thereunder, 88,652 shares of Parent Common Stock, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that he is an Accredited Investor. (iii) As soon as practicable following the Closing Date, Parent or its agent The Company shall mail a letter of transmittal substantially in the Parent’s or its agent’s standard form attached hereto as Exhibit F (the “Letter of Transmittal”) as part of the Information Statement (as defined in Section 7.1(a) hereof) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. (ivii) At the Closing, Parent shall deliver to its agent an amount of cash and/or Parent Common Stock equal to the Closing Merger Consideration minus the Escrow Amount. Any interest accrued on the Closing Merger Consideration shall belong to Parent. (iii) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal and any other instruments that Parent or its agent may reasonably require (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, that portion of the Closing Merger Consideration, if any, Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.72.7 hereof, less the Pro Rata Portion of the Escrow Deposit Amount attributable to such shares of Company Capital Stock, based upon such holder’s Pro Rata Portion of the Escrow Deposit Stock contributed with to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a), if any) hereof. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration, if any, Consideration payable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.72.7 hereof.

Closing Payments. (ia) At the Closing, Parent shall deliver or cause to be delivered, or pay or cause to be paid, as applicable: (i) to each Company Common Stockholder holding a Certificate that immediately prior to the Indebtedness Payoff Amount to ASSA ABLOYEffective Time represented Outstanding Shares, AB promptly upon receipt by Parent of a completed and duly executed Letter of Transmittal and applicable Certificate, a Parent Stock Certificate, in accordance with the Payoff Letter.name and denomination as set forth in the Merger Consideration Certificate, representing the Merger Consideration; and (ii) Promptly after the Closing (but in no event later than December 31to each Company Restricted Stockholder, 2009), Parent shall issue, in full satisfaction of the Company’s obligations under the Company’s Management Incentive Plan to issue shares thereunder, 88,652 shares of Parent Common Stock, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that he is an Accredited InvestorRestricted Stock Transition Document. (iiib) As soon Each of the Surviving Entity and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Company Stockholder pursuant to this Article 2 any amounts as practicable the Surviving Entity or Parent, as the case may be, is required to deduct and withhold with respect to payment under any provision of federal, state or local income Tax law. If the Surviving Entity or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholders in respect of which the Surviving Entity or the Parent, as the case may be, made such deduction or withholding. No interest shall accrue or be paid on the consideration payable to Company Stockholders pursuant to this Article 2 upon the delivery of Certificates. (c) Parent will, within five (5) Business Days after the 270th day following the Closing Date, return to the Surviving Entity any portion of the consideration remaining to be paid to Company Stockholders pursuant to this Article 2 who have not yet surrendered their Certificates or perfected their rights of appraisal, as the case may be, and any other funds which are to be distributed to Company Stockholders. Any Company Stockholders shall thereafter be entitled to look only to Parent or its agent shall mail a letter and the Surviving Entity for payment of transmittal substantially in their claims for the form attached hereto as Exhibit F (the “Letter of Transmittal”) to each Company Stockholder at the address consideration set forth opposite each such Company Stockholder’s name on the Spreadsheetin Sections 2.6, 2.7 and in this Section 2.11, without interest thereon. (ivd) Upon surrender If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, an indemnity against any claim that may be made against it with respect to such Certificate, the Parent will issue in exchange for such lost, stolen or destroyed Certificate the consideration otherwise payable pursuant to this Article 2. (e) Any Parent Stock Certificates delivered or shares of Parent Restricted Stock paid for the benefit of a certificate representing their respective shares of Company Capital Stock (Stockholder that are attributable to a Dissenting Share shall be available to pay the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal and any other instruments that Parent or its agent may reasonably require (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder fair value of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, the Merger Consideration, if any, into Dissenting Share for which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted appraisal rights are perfected pursuant to Section 2.7, less the Pro Rata Portion 262 of the Escrow Deposit attributable to such shares of Company Capital Stock, based upon such holder’s Pro Rata Portion of the Escrow Deposit contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a), if any. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration, if any, payable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7DGCL.

Closing Payments. (i) At the Closing, Parent shall pay the Indebtedness Payoff Amount to ASSA ABLOY, AB in accordance with the Payoff Letter. Within three (ii3) Promptly Business Days after the Closing (but in no event later than December 31, 2009), Parent shall issue, in full satisfaction of the Company’s obligations under the Company’s Management Incentive Plan to issue shares thereunder, 88,652 shares of Parent Common Stock, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that he is an Accredited Investor. (iii) As soon as practicable following the Closing Date, Parent shall, or Parent shall cause its agent shall Transfer Agent to, mail a letter of transmittal substantially transmittal, in form and substance reasonably satisfactory to the form attached hereto as Exhibit F Company and the Stockholder Representative (the “Letter of Transmittal”) ), to each Effective Time Company Stockholder at the address set forth opposite each such Effective Time Company Stockholder’s name on the Spreadsheet. (ivii) Upon surrender of (A) a certificate representing their respective shares of Company Capital Stock Stock, if any, or such other document(s) representing their right to receive their respective shares of Company Capital Stock, if any, or an affidavit in accordance with Section 2.12, (B) a Company Warrant or (C) a Company Convertible Note, as the case may be (collectively, the “Company Stock Certificates”) ), for cancellation to Parent or its agentParent, together with the Letter of Transmittal and any other instruments that Parent or its agent may reasonably require (the “Exchange Documents”)Transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate Capital Stock, Company Warrant or Company Convertible Note shall be entitled to receive from Parent or its agent in exchange thereforfor the Company Stock Certificate(s), that portion of the Merger Consideration, if any, Consideration into which the shares of Company Capital Stock represented Stock, Company Warrant or Company Convertible Note held by such Company Stock Certificate holder have been converted pursuant to Section 2.7, less the Pro Rata Portion of the Escrow Deposit attributable to such shares of Company Capital Stock, based upon such holder’s Pro Rata Portion of the Escrow Deposit contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a), if any. Upon the surrender of any such Company Stock CertificateCertificate(s), if any, the Company Stock Certificate Certificate(s) so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration, if any, Consideration payable in exchange for shares of Company Capital Stock Stock, Company Warrant or Company Convertible Note (without interest) into which such shares of Company Capital Stock Stock, Company Warrant or Company Convertible Note shall have been converted pursuant to Section 2.7.

Closing Payments. (ia) At the Closing, Parent shall pay Buyer will pay, or will cause Merger Sub to pay, on behalf of the Indebtedness Payoff Amount Company, all Estimated Transaction Expenses to ASSA ABLOY, AB in accordance with such Persons as they are owed by wire transfer of immediately available funds to accounts designated by the Payoff LetterCompany at least two (2) Business Days prior to the Closing Date. (iib) Promptly At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Company, all amounts required to be paid under the payoff letters delivered pursuant to Sections 2.02(f) and 2.02(g) in order to discharge (either fully or partially, at Buyer’s sole discretion) the Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such payoff letters. (c) At or after the Effective Time, upon surrender of Certificates or an affidavit of loss in lieu thereof and compliance with the provisions of Section 1.06(d), each Stockholder will be irrevocably entitled to receive the Closing Stock Payment and the portion of any amount payable under Section 1.07(e), if applicable, with respect to the shares of Common Stock held by such Stockholder immediately prior to the Effective Time. Each such Stockholder that makes the deliveries to Buyer required by this Agreement at least two (2) Business Days prior to the Closing Date will be paid his, her or its Closing Stock Payment on the Closing Date. Each such Stockholder that makes the deliveries to Buyer required by this Agreement thereafter will be paid his, her or its Closing Stock Payment as soon as possible after delivery thereof is made (but in any event no event later than December 31two (2) Business Days after the date such delivery thereof is made). (d) If any Certificate has been or is claimed to have been lost, 2009)stolen or destroyed, Parent shall issueupon the making of an affidavit of that fact by the Person claiming that a Certificate has been lost, stolen or destroyed and, if required by ▇▇▇▇▇, the delivery of such indemnity by such Person as is reasonably satisfactory to Buyer, ▇▇▇▇▇ will deliver to such Person in full satisfaction exchange for such lost, stolen or destroyed Certificate or instrument representing shares of Common Stock the proper amount of the Company’s obligations under the Company’s Management Incentive Plan Stock Consideration to issue shares thereunder, 88,652 shares of Parent Common Stockwhich they are entitled hereunder, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that he is an Accredited Investorother deliveries required by this Section 1.06. (iii) As soon as practicable following the Closing Date, Parent or its agent shall mail a letter of transmittal substantially in the form attached hereto as Exhibit F (the “Letter of Transmittal”) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. (iv) Upon surrender of a certificate representing their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal and any other instruments that Parent or its agent may reasonably require (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from Parent or its agent in exchange therefor, the Merger Consideration, if any, into which the shares of Company Capital Stock represented by such Company Stock Certificate have been converted pursuant to Section 2.7, less the Pro Rata Portion of the Escrow Deposit attributable to such shares of Company Capital Stock, based upon such holder’s Pro Rata Portion of the Escrow Deposit contributed with the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a), if any. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration, if any, payable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.7.

Closing Payments. (i) At the Closing, Parent shall pay the Indebtedness Payoff Amount to ASSA ABLOY, AB in accordance with the Payoff Letter. (ii) Promptly after following the Closing (Date, but in no event later than December 31, 2009), Parent shall issue, in full satisfaction of the Company’s obligations under the Company’s Management Incentive Plan to issue shares thereunder, 88,652 shares of Parent Common Stock, subject to Parent’s receipt of a written representation and warranty from the Person entitled to receive such shares that he is an Accredited Investor. three (iii3) As soon as practicable following Business Days after the Closing Date, Parent or its agent shall mail a letter of transmittal in substantially in the form attached hereto as Exhibit F E (the “Letter of Transmittal”) to each Company Stockholder at the address set forth opposite each such Company Stockholder’s name on the Spreadsheet. The Letter of Transmittal shall include, among other things, an acknowledgement by the Company Stockholder that, by executing the Letter of Transmittal, such Company Stockholder agrees to be bound by all of the terms and conditions contained in Article VIII of this Agreement. (ivii) Upon surrender of a certificate representing that formerly represented their respective shares of Company Capital Stock (the “Company Stock Certificates”) for cancellation to Parent or its agent, together with the Letter of Transmittal and any other instruments that Parent or its agent may reasonably require requests (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate Stockholder shall be entitled to promptly receive from Parent or its agent in exchange therefor, that portion of the Merger Consideration, if any, Aggregate Stock Consideration and the Final Adjusted Closing Cash Consideration into which the shares of Company Capital Stock represented by such Company Stock Certificate and/or Cancelled Equity have been converted pursuant to Section 2.72.7 hereof (determined, solely for purposes of this Section 2.10(b), as if the Final Adjusted Closing Cash Consideration equaled the Preliminary Adjusted Closing Cash Consideration ), less the Pro Rata Portion of the Escrow Deposit attributable to such shares of each Company Capital Stock, based upon such holderStockholder’s Pro Rata Portion of the Escrow Deposit Amount contributed with the Escrow Agent on with respect to such holder’s behalf holder pursuant to Section 2.9(a)2.10(a) hereof. Parent or its agent shall deliver the consideration specified in the preceding sentence to a Company Stockholder promptly following the receipt by Parent or its agent of such Company Stockholder’s Company Stock Certificates and/or Exchange Documents, if anyduly completed and validly executed in accordance with the instructions thereto. Upon the surrender of any such Company Stock Certificate, the Company Stock Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the portion of the Merger Consideration, if any, payable in exchange for shares of Company Capital Stock Consideration (without interest) into which such shares of Company Capital Stock shall have been converted pursuant to Section 2.72.7 hereof.