Common use of Exchange Closing Deliveries Clause in Contracts

Exchange Closing Deliveries. At each Exchange Closing, with respect to each Initial Member or JDI that requests the Exchange: (a) such Initial Member or JDI shall deliver to the Company or Secure, as applicable, certificates representing the Offered Units, free and clear of all Liens, together with stock powers duly endorsed in blank; (b) The Company or Secure, as applicable, shall deliver to the Initial Member or JDI: (i) The certificate required by Section 10.4(b); and (ii) If the Exchange Consideration is to be paid in Public Company Shares, a certificate or certificates, registered in the name of such Initial Member, JDI or its designee, representing a number of duly authorized, validly issued, fully paid and non-assessable Public Company Shares as determined in accordance with Section 10.1, which Public Company Shares shall be free and clear of all Liens; provided, however, the Company or Secure, as applicable, shall deliver cash, in lieu of any fractional shares to which such holder would otherwise be entitled, based on the Fair Market Value for the Public Company Shares. (iii) All certificates representing Public Company Shares shall have endorsed thereon a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN OPINION FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS.

Exchange Closing Deliveries. At each the Exchange Closing, with respect to each Initial Member or JDI that requests the Exchange: (a) such Initial Member or JDI Each of Xxxxxx, the Xxxxxx Children Trusts and Xxxxxxx shall deliver to the Company or Securethe amount in cash specified for such Party in Section 1.1 hereof by wire transfer of immediately available funds. The Company shall deliver to Xxxxxx, as applicablethe Xxxxxx Children Trusts and Xxxxxxx duly executed certificates registered in the names of Xxxxxx, certificates the Xxxxxx Children Trusts and Xxxxxxx representing the Offered Unitsshares of Company Preferred Stock issued to them by the Company pursuant to Section 1.1 hereof, free and clear of all Liens, together with stock powers duly endorsed in blank;respectively. (b) The Company or Secure, as applicable, Carlyle shall deliver to Parent the Initial Member or JDI: (i) The certificate payment required by Section 10.4(b); and (ii) If the Exchange Consideration is 1.2 by wire transfer of immediately available funds. Parent shall deliver to be paid in Public Company Shares, each Carlyle entity a duly executed certificate or certificates, certificates registered in the name of such Initial MemberCarlyle entity representing a portion of the aggregate number of shares of Class D Preferred Stock to be issued to Carlyle pursuant to Section 1.2 hereof, JDI which portions shall be determined by Carlyle prior to the Exchange Closing. (c) Each Management Shareholder identified on Exhibit A as an owner of shares of Class B Common Stock shall deliver to the Company the certificate or certificates representing the shares of Class B Common Stock held by such Management Shareholder and to be converted pursuant to Section 1.3 hereof, accompanied by instruments of transfer, in form satisfactory to the Company and its transfer agent, duly executed by such Management Shareholder, and accompanied by the notice of conversion required under Section 5.4(a) of the Restated Certificate of Incorporation of the Company, against delivery by the Company to each such Management Shareholder of a duly executed certificate or certificates registered in the name of such Management Shareholder representing the shares of Class A Common Stock into which such shares of Class B Common Stock are converted. (d) Each Management Shareholder identified on Exhibit A as an owner of shares of Class A Common Stock (after giving effect to the conversion pursuant to Section 1.3) shall deliver to Parent the certificate or certificates or book-entry notation representing at least the number of shares of Class A Common Stock to be exchanged pursuant to Section 1.4 hereof, accompanied by instruments of transfer, in form satisfactory to Parent, duly executed by such Management Shareholder, and accompanied by written notice specifying the number of shares of Class A Common Stock to be exchanged pursuant to Section 1.4 hereof. Parent shall deliver to each such Management Shareholder a duly executed certificate or certificates registered in the name of such Management Shareholder (or its designee, ) representing a number the shares of duly authorized, validly issued, fully paid and non-assessable Public Company Shares as determined in accordance with Class C Preferred Stock to be issued to such Management Shareholder pursuant to Section 10.1, which Public Company Shares shall be free and clear 1.4 hereof. If less than all of all Liens; provided, howeverthe shares of Class A Common Stock represented by the certificate or certificates delivered by such Management Shareholder pursuant to the first sentence of this Section 2.2(d) are exchanged pursuant to Section 1.4 hereof, the Company or Secure, as applicable, shall deliver cash, in lieu to each such Management Shareholder a certificate or certificates representing the number of any fractional such shares to which such holder would otherwise be entitled, based on the Fair Market Value for the Public Company Sharesof Class A Common Stock that are not exchanged. (iiie) All certificates representing Public Company Shares The Company, Carlyle and each Management Shareholder shall have endorsed thereon execute and deliver, at the time of the Closing of the Merger, a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Securityholders Agreement in a form to be agreed to by Carlyle, AS AMENDED (THE “ACT”)Xxxxxx and Xxxxxxx, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN OPINION FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWSwhich agreement will include certain transfer restrictions and registration rights with respect to the capital stock of the Surviving Corporation.

Exchange Closing Deliveries. At each the Exchange Closing, with respect to each Initial Member or JDI that requests the Exchange: (a) such Initial Member or JDI Each of Xxxxxx, the Xxxxxx Children Trusts and Xxxxxxx shall deliver to the Company or Securethe amount in cash specified for such Party in Section 1.1 hereof by wire transfer of immediately available funds. The Company shall deliver to Xxxxxx, as applicablethe Xxxxxx Children Trusts and Xxxxxxx duly executed certificates registered in the names of Xxxxxx, certificates the Xxxxxx Children Trusts and Xxxxxxx representing the Offered Unitsshares of Company Preferred Stock issued to them by the Company pursuant to Section 1.1 hereof, free and clear of all Liens, together with stock powers duly endorsed in blank;respectively. (b) The Company or Secure, as applicable, Carlyle shall deliver to Parent the Initial Member or JDI: (i) The certificate payment required by Section 10.4(b); and (ii) If the Exchange Consideration is 1.2 by wire transfer of immediately available funds. Parent shall deliver to be paid in Public Company Shares, each Carlyle entity a duly executed certificate or certificates, certificates registered in the name of such Initial MemberCarlyle entity representing a portion of the aggregate number of shares of Class D Preferred Stock to be issued to Carlyle pursuant to Section 1.2 hereof, JDI which portions shall be determined by Carlyle prior to the Exchange Closing. (c) Each Management Shareholder identified on Exhibit A as an owner of shares of Class B Common Stock shall deliver to the Company the certificate or certificates representing the shares of Class B Common Stock held by such Management Shareholder and to be converted pursuant to Section 1.3 hereof, accompanied by instruments of transfer, in form satisfactory to the Company and its transfer agent, duly executed by such Management Shareholder, and accompanied by the notice of conversion required under Section 5.4(a) of the Restated Certificate of Incorporation of the Company, against delivery by the Company to each such Management Shareholder of a duly executed certificate or certificates registered in the name of such Management Shareholder representing the shares of Class A Common Stock into which such shares of Class B Common Stock are converted. (d) Knafel, Willner and each Holdco Continuing Investor shall execute and deliver the Holdco Agreement at the time of the Exchange Closing, in a form to be agreed to by Carlyle, Xxxxxx and Xxxxxxx. Each Holdco Continuing Investor identified on Exhibit A as an owner of shares of Class A Common Stock shall deliver to Holdco the certificate or certificates or book-entry notation representing the number of shares of Class A Common Stock to be exchanged pursuant to Section 1.4 hereof, accompanied by instruments of transfer, in form satisfactory to Holdco, duly executed by such Holdco Continuing Investor. Holdco shall deliver to each such Holdco Continuing Investor a duly executed certificate or certificates registered in the name of such Holdco Continuing Investor (or its designee, ) representing a number the Holdco Series C Units to be issued to such Holdco Continuing Investor pursuant to Section 1.4 hereof. If less than all of duly authorized, validly issued, fully paid and non-assessable Public Company Shares as determined in accordance with the shares of Class A Common Stock represented by the certificate or certificates delivered by such Holdco Continuing Investor pursuant to the second sentence of this Section 10.1, which Public Company Shares shall be free and clear of all Liens; provided, however2.2(d) are exchanged pursuant to Section 1.4 hereof, the Company or Secure, as applicable, shall deliver cash, in lieu to each such Holdco Continuing Investor a certificate or certificates representing the number of any fractional such shares of Class A Common Stock that are not exchanged. The Company shall deliver to which such holder would otherwise be entitled, based on Holdco a certificate or certificates representing the Fair Market Value for the Public Company Sharesnumber of shares of Class A Common Stock contributed to it pursuant to Section 1.4. (iiie) All Each Management Shareholder identified on Exhibit A as an owner of shares of Class A Common Stock (after giving effect to the conversion pursuant to Section 1.3) shall deliver to Parent the certificate or certificates or book-entry notation representing the number of shares of Class A Common Stock to be exchanged pursuant to Section 1.5(a) hereof, accompanied by instruments of transfer, in form satisfactory to Parent, duly executed by such Management Shareholder. Parent shall deliver to each such Management Shareholder a duly executed certificate or certificates registered in the name of such Management Shareholder (or its designee) representing the shares of Class C Preferred Stock to be issued to such Management Shareholder pursuant to Section 1.5(a) hereof. If less than all of the shares of Class A Common Stock represented by the certificate or certificates delivered by such Management Shareholder pursuant to the first sentence of this Section 2.2(e) are exchanged pursuant to Section 1.5(a) hereof, the Company shall deliver to each such Management Shareholder a certificate or certificates representing Public the number of such shares of Class A Common Stock that are not exchanged. The Company Shares shall have endorsed thereon deliver to Parent a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933certificate or certificates representing the number of shares of Class A Common Stock contributed to it pursuant to Section 1.5(a). (f) Holdco shall deliver to Parent the certificate or certificates or book-entry notation representing the number of shares of Class A Common Stock to be exchanged pursuant to Section 1.5(b) hereof, AS AMENDED accompanied by instruments of transfer, in form satisfactory to Parent, duly executed by Holdco. Parent shall deliver to Holdco a duly executed certificate or certificates registered in the name of Holdco representing the shares of Class C Preferred Stock to be issued to Holdco pursuant to Section 1.5(b) hereof. The Company shall deliver to Parent a certificate or certificates representing the number of shares of Class A Common Stock contributed to it pursuant to Section 1.5(b). (THE “ACT”)g) The Company, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLDCarlyle, PLEDGEDHoldco and each Management Shareholder shall execute and deliver, HYPOTHECATEDat the time of the Closing of the Merger, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN OPINION FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWSa Securityholders Agreement in a form to be agreed to by Carlyle, Xxxxxx and Xxxxxxx, which agreement will include certain transfer restrictions and registration rights with respect to the capital stock of the Surviving Corporation.