Deliveries at Closing; Stockholders' Obligations. At the Closing, each of the Stockholders shall deliver to the Purchaser certificates evidencing the Shares being sold by such Stockholder duly endorsed for transfer to the Purchaser and/or accompanied by such instruments of assignment reasonably requested by the Purchaser necessary to vest in the Purchaser all right, title and interest in and to the Shares. At or following the Closing, at the election of the Purchaser, the Company shall reissue such certificates in the form of a single certificate (or such greater number of certificates representing such Shares as the Purchaser may reasonably request) dated the date of the Closing Date and registered in the name of the Purchaser. If at the Closing any of the Stockholders shall fail to tender to the Purchaser duly executed certificates evidencing the Shares (accompanied by any such requested instruments of assignment), as provided in this Section 3.2, or any of the conditions specified in Section 4.1 shall not have been fulfilled to the Purchaser's reasonable satisfaction, the Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any other rights the Purchaser may have by reason of such failure or such nonfulfillment.
