Closing Date and Location The Transaction will be completed at 10:00 a.m. (Pacific time) on the Closing Date, at the offices of the Purchaser’s Solicitors, or at such other location and time as is mutually agreed to by the Purchaser and the Target. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Purchaser and the Target, provided such undertakings are satisfactory to each party’s respective legal counsel.
Billing Services Manager shall provide, or cause to be provided, the following billing services to P.C.:
Spreadsheet The Company shall prepare and deliver to Parent, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and reasonably acceptable to Parent, which Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of the Closing Date and immediately prior to the Effective Time: (a) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (f) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate.
Closing Date Deliverables On the Closing Date, the Sponsor Holdco shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Company, the Sponsor Holdco and certain of the Company’s stockholders or their respective affiliates, as applicable, in substantially the form attached as Exhibit C to the Merger Agreement.
LOAN SERVICES ADDENDUM If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.
Major Suppliers Schedule 3.18.(b) contains a list of the ten (10) largest suppliers to Company for each of the two (2) most recent fiscal years (determined on the basis of the total dollar amount of purchases) showing the total dollar amount of purchases from each such supplier during each such year. Neither Company nor any Shareholder has any knowledge or information of any facts indicating, nor any other reason to believe, that any of the suppliers listed on Schedule 3.18.(b) will not continue to be suppliers to the business of Company after the Closing and will not continue to supply the business with substantially the same quantity and quality of goods at competitive prices.
Delivery Location All Goods shall be delivered to the address specified in this Order (the "Delivery Location") during Buyer's normal business hours or as otherwise instructed by Buyer.
Closing Location The Closing shall be held at the location designated by the Corporation or, if no such designation is made, at the office of Seller's Attorney.
Notice to Customers Pershing shall, upon the opening of an account pursuant to Paragraph 5 of this Agreement, mail to each customer a copy of the notice to customers required by NYSE Rule 382(c).
