Common use of Pre-Closing Clause in Contracts

Pre-Closing. On the date (the "Pricing Date") on which the public offering price of the shares of URSI Stock in the initial public offering of URSI Stock (the "IPO") described in the Registration Statement is determined, the parties shall take all actions necessary to effect (i) the Merger (including, if permitted by applicable state law, the filing with the appropriate state authorities of the Articles of Merger and any similar document to become effective on the Closing Date (as defined below)), (ii) the conversion of shares of COMPANY Stock into shares of URSI Stock and (iii) the delivery of shares of URSI Stock (hereinafter referred to as the "Pre-Closing"); provided, that the actual Merger, the conversion of shares of COMPANY Stock into shares of URSI Stock and the delivery of shares of URSI Stock shall not take place until the Closing Date as herein provided. The Pre-Closing shall take place at the offices of Howard, Rice, Nemerovski, Canady, Xxxx & Xxxxxx, A Professional Corporation ("Xxxxxx Xxxx") at 0 Xxxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XX 00000.