Contribution Closing Deliverables Clause Samples

Contribution Closing Deliverables. Acquirer shall have delivered or caused to be delivered (or be ready, willing and able to deliver or cause to be delivered) all of the Contribution Closing deliveries set forth in Section 2.4(b) and in the other documents contemplated by this Agreement.

Contribution Closing Deliverables. (a) The closing (the "Contribution Closing") with respect to the Contribution shall take place at the offices of O'Melveny & Myers LLP, Times Square Tower, 7 Times Square, New York, NY 10036. T▇▇ ▇▇ntribution Closing shall o▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ly prior to the consummation of the Merger and the other transactions contemplated by the Merger Agreement (such date, the "Contribution Closing Date"). (b) At the Contribution Closing, the Corporation shall deliver to the Contributor: (i) certificates representing the number of Consideration Shares set forth on the signature page attached hereto registered in the name of the Contributor; (ii) a counterpart to this Agreement duly executed by the Corporation; (iii) a counterpart to the Buyer Support Agreement, dated as of the Closing Date (the "Buyer Support Agreement"), among the Corporation, Bear Stearns Merchant Banking Partners II, L.P., Vestar Equity Partners, ▇.▇. and the other stockholders of the Corporation whose names are set forth on the signature pages thereto; and (iv) a counterpart to the Stockholders' Agreement, dated as of the Contribution Closing Date (the "Stockholders' Agreement"), among the Corporation and the other parties thereto, duly executed by the Corporation. (c) At the Contribution Closing, the Contributor shall deliver to the Corporation: (i) one or more certificates representing the number of Contributed Shares set forth on the signature page attached hereto (or an affidavit of lost certificate with respect to such Contributed Shares, in form and substance reasonably satisfactory to the Corporation); (ii) a counterpart to this Agreement duly executed by the Contributor; (iii) a counterpart to the Buyer Support Agreement; (iv) a counterpart to the Stockholders' Agreement duly executed by the Contributor; and (v) if applicable, a Spousal Acknowledgment and Consent as required by the Stockholders' Agreement duly executed by the spouse of the Contributor.