Common use of Final Closing Clause in Contracts

Final Closing. The closing ("Final Closing") of the transactions contemplated by this Agreement shall take place at the same place and hour as hereinabove provided for the Preliminary Closing on such date ("Final Closing Date") as Parent shall determine and of which Parent shall give Shareholders and the Exchange Agent at least twenty-four hours' advance notice, provided that the Final Closing shall occur contemporaneously with the closing of the IPO. At the Final Closing Parent will deposit the Merger Consideration (defined in Section 1.6(c)) with the Exchange Agent; will deliver, and will cause the managing underwriter of the IPO to deliver, a certificate to the Exchange Agent to the effect that the closing of the IPO has occurred or is occurring simultaneously with the Final Closing; and will deliver a certificate to the Exchange Agent to the effect that the "final closings" under the Other Acquisition Agreements are occurring simultaneously with the Final Closing. Upon receipt of the Merger Consideration and the certificates referred to above (the "Required Deliveries"), the Exchange Agent shall insert the date of the Final Closing in all of the undated documents held by the Exchange Agent in accordance with Section 1.2(a) and shall (A) deliver two complete sets of multiple originals to the Shareholders, on the one hand, and Parent, on the other hand, (B) take such action as may be required by Section 1.3(b), and (C) destroy the Certificate of Termination (defined in Section 1.3(a)); provided that the Exchange Agent shall not make such deliveries or take such actions if the Exchange Agent is aware of any injunction or order that would be breached by the occurrence of the Final Closing.

Final Closing. The closing ("Final Closing") of the transactions contemplated by this Agreement shall take place at the same place and hour as hereinabove provided for the Preliminary Closing on such date ("Final Closing Date") as Parent shall determine and of which Parent shall give Shareholders and the Exchange Agent at least twenty-four hours' advance notice, provided that the Final Closing shall occur contemporaneously with the closing of the IPO. At the Final Closing Parent will deposit the Merger Consideration Purchase Price and the Real Estate Purchase Price (defined each in Section 1.6(c)immediately available funds) with the Exchange Agent; will deliver, and will cause the managing underwriter of the IPO to deliver, a certificate to the Exchange Agent to the effect that the closing of the IPO has occurred or is occurring simultaneously with the Final Closing; and will deliver a certificate to the Exchange Agent to the effect that the "final closings" under the Other Acquisition Agreements (defined in Section 1.5) are occurring simultaneously with the Final Closing. Upon receipt of the Merger Consideration Purchase Price and the Real Estate Purchase Price (each in immediately available funds to the extent comprised of cash) and the certificates referred to above (the "Required Deliveries"), the Exchange Agent shall insert the date of the Final Closing in all of the undated documents held by the Exchange Agent in accordance with Section 1.2(a1.4(a) and shall (A) deliver two complete sets of multiple originals to the Shareholders, on the one hand, and Parent, on the other hand, (B) take such action as may be required by Section 1.3(b)deliver the Stock Certificates to Parent, and (C) destroy deliver the Certificate Purchase Price to the Shareholders in proportion to their ownership of Termination (defined in Section 1.3(a)the Company Shares as shown on Exhibit 1.4(b); provided that the Exchange Agent shall not make such deliveries or take such actions if the Exchange Agent is aware of any injunction or order that would be breached by the occurrence of the Final Closing.