Common use of Exchange Closing Clause in Contracts

Exchange Closing. (a) The closing of the transactions contemplated by this Agreement (the "Exchange Closing") shall take place at the offices of Fenwick & West LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, (or such other location as the parties hereto shall agree to) immediately prior to the Closing under the Merger Agreement. (b) At the Exchange Closing, the Stockholder will deliver to GHX (i) stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of Shares subject to the Exchange and (ii) an Accession Agreement (the "Accession Agreement") in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the "Formation Agreement"), as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the "Formation Agreement Amendment" and the Formation Agreement as amended by the Formation Agreement Amendment, the "Revised Formation Agreement"), and the Fifth Amended and Restated Limited Liability Company Agreement of GHX (the "LLC Agreement"), as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the "LLC Agreement Amendment" and the LLC Agreement as amended by the LLC Agreement Amendment, the "Revised LLC Agreement"), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicable.

Exchange Closing. Upon the delivery of an Exchange Notice, the Exchange Consideration shall be delivered by Newco (a) The closing or, in the event of a Corporation Election, another applicable wholly-owned subsidiary of the transactions contemplated by this Agreement (the "Exchange Closing"Corporation) shall take place at the offices of Fenwick & West LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, (or such other location as the parties hereto shall agree to) immediately prior to the Closing under the Merger Agreement. (b) At the Exchange Closing, the Stockholder will deliver to GHX requesting IESI Owner as promptly as practicable and in no event later than (i) stock certificates duly endorsed three (3) Business Days after delivery of such Exchange Notice in the event that the Exchange Consideration is paid in Shares, (ii) five (5) Business Days after delivery of such Exchange Notice in the event that the Exchange Consideration is paid in Market Cash and (iii) in the event the Corporation undertakes a Distribution Cash Transaction pursuant to exercise of an IESI Owner’s Demand Cash Right or in connection with an IESI Owner’s Piggy-Back Cash Right, on the date of completion of the relevant Distribution (such date of delivery of the Exchange Consideration, the “Closing Date”). In the event that some or all of the Exchange Consideration is in the form of Shares, on the Closing Date, Newco will cause to be delivered, through the book-based system administered by CDS to and for transfer to GHXthe account of the requesting IESI Owner or as such IESI Owner may otherwise direct in the Exchange Notice, accompanied by stock powers duly endorsed in blank, representing the number of Shares subject to deliverable pursuant hereto upon receipt of all required documents and instruments of transfer as required hereunder. If any or all of the Exchange and (ii) an Accession Agreement (the "Accession Agreement") Consideration is in the form attached of cash, Newco will deliver or cause to be delivered to such IESI Owner or as Schedule A hereto such IESI Owner may otherwise direct in the Exchange Notice such cash amount by wire transfer of immediately available funds to the Third Amended and Restated Formation Agreement of GHX (the "Formation Agreement"), as amended by Amendment No. 1 thereto account(s) specified in the form attached as Schedule B hereto (Exchange Notice. On the "Formation Agreement Amendment" and the Formation Agreement as amended by the Formation Agreement AmendmentClosing Date, the "Revised Formation Agreement")IESI Owner shall deliver to Newco the certificate or certificates for the Preferred Shares subject to exchange, and the Fifth Amended and Restated Limited Liability Company Agreement of GHX (the "LLC Agreement")duly endorsed or assigned in blank to Newco or, as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (event of a Corporation Election such other designated wholly-owned subsidiary of the "LLC Agreement Amendment" Corporation. Newco will exchange such Preferred Shares for additional common stock of IESI and the LLC Agreement as amended by the LLC Agreement Amendment, the "Revised LLC Agreement"), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units cause IESI to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicablecancel such Preferred Shares.

Exchange Closing. (a) The closing of the transactions contemplated by this Agreement (the "“Exchange Closing"”) shall take place at the offices of Fenwick & West LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, (or such other location as the parties hereto shall agree to) immediately prior to the Closing under the Merger Agreement. (b) At the Exchange Closing, the Stockholder will deliver to GHX (i) stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of Shares subject to the Exchange and (ii) an Accession Agreement (the "“Accession Agreement"”) in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the "“Formation Agreement"”), as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the "“Formation Agreement Amendment" ” and the Formation Agreement as amended by the Formation Agreement Amendment, the "“Revised Formation Agreement"”), and the Fifth Amended and Restated Limited Liability Company Agreement of GHX (the "“LLC Agreement"”), as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the "“LLC Agreement Amendment" ” and the LLC Agreement as amended by the LLC Agreement Amendment, the "“Revised LLC Agreement"”), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicable.

Exchange Closing. (a) The closing of the transactions contemplated by this Agreement (the "“Exchange Closing"”) shall take place at the offices of Fenwick & West LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, (or at such other location as the parties hereto shall agree to) immediately prior to the Closing under the Merger Agreement. (b) At the Exchange Closing, the Stockholder will deliver to GHX (i) stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of Shares subject to the Exchange and (ii) an Accession Agreement (the "“Accession Agreement"”) in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the "“Formation Agreement"”), as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the "“Formation Agreement Amendment" ” and the Formation Agreement as amended by the Formation Agreement Amendment, the "“Revised Formation Agreement"”), and the Fifth Amended and Restated Limited Liability Company Agreement of GHX (the "“LLC Agreement"”), as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the "LLC Agreement Amendment" and the LLC Agreement as amended by the LLC Agreement Amendment, the "Revised LLC Agreement"), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicable.the

Exchange Closing. (a) The closing of the transactions contemplated by this Agreement (the "“Exchange Closing"”) shall take place at the offices of [Fenwick & West LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, (or such other location as the parties hereto shall agree to) ,] immediately prior to the Closing under the Merger Agreement. (b) At the Exchange Closing, the Stockholder will deliver to GHX (i) stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of Shares subject to the Exchange and (ii) an Accession Agreement (the "“Accession Agreement"”) in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the "“Formation Agreement"”), as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the "“Formation Agreement Amendment" ” and the Formation Agreement as amended by the Formation Agreement Amendment, the "“Revised Formation Agreement"”), and the Fifth Amended and Restated Limited Liability Company Agreement of GHX (the "“LLC Agreement"”), as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the "“LLC Agreement Amendment" ” and the LLC Agreement as amended by the LLC Agreement Amendment, the "“Revised LLC Agreement"”), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicable.