Common use of Procedure at the Closing Clause in Contracts

Procedure at the Closing. At the Closing, the parties agree that the following shall occur: (a) The Acquired Entities and the Principals shall have satisfied each of the conditions set forth in Article VI and shall deliver to Republic the documents, certificates, opinions, consents and letters required by Article VI. (b) Republic shall have satisfied each of the conditions set forth in Article VII and shall deliver the documents, certificates, consents and letters required by Article VII. (c) Republic shall issue the shares of Republic Common Stock issuable pursuant to Section 1.4, registered in the names of the parties to receive such shares as provided in Section 1.4, and shall deliver such shares in the following manner: (i) Republic shall set aside and hold in accordance with Section 9.3 stock certificates representing shares of Republic Common Stock having a value (based upon the Price per Share) equal to 10% of the Purchase Price (the "Held Back Shares"), and (ii) Republic shall deliver stock certificates representing the balance of the shares of Republic Common Stock issuable in accordance with Section 1.4 to the parties to receive such shares as provided in Section 1.4. The shares of Republic Common Stock issuable pursuant to Section 1.4, including the Held Back Shares, are referred to herein as the "Republic Shares."

Procedure at the Closing. At the Closing, the parties agree that the following shall occur: (a) The Acquired Entities and the Principals Shareholder shall have satisfied each of the conditions set forth in Article VI and shall deliver to Republic the documents, certificates, opinions, consents and letters required by Article VI. (b) The Republic Companies shall have satisfied each of the conditions set forth in Article VII and shall deliver the documents, certificates, consents and letters required by Article VII. (c) Republic shall issue the shares of Republic Common Stock issuable pursuant to Section 1.4, . registered in the names name of the parties to receive such shares as provided in Section 1.4, Shareholder and shall deliver such shares in the following manner: (i) Republic shall set aside and hold in accordance with Section 9.3 stock certificates representing shares of Republic Common Stock having a value (based upon the Price per Share) equal to 10% of the Purchase Price (the "Held Back Shares"), based on the Estimated Value, and (ii) Republic shall deliver stock certificates representing the balance of the shares of Republic Common Stock issuable in accordance with Section 1.4 to the parties to receive such shares as provided in Section 1.4Shareholder. The shares of Republic Common Stock issuable pursuant to Section 1.4, 1.4 including the Held Back Shares, are referred to herein as the "Republic Shares."

Procedure at the Closing. At the Closing, the parties agree that the following shall occur: (a) The Acquired Entities Companies and the Principals Shareholder shall have satisfied each of the conditions set forth in Article VI and shall deliver to Republic the documents, certificates, opinions, consents and letters required by Article VI. (b) The Republic Companies shall have satisfied each of the conditions set forth in Article VII and shall deliver to the Companies the documents, certificates, consents and letters required by Article VII. (c) Republic shall issue the shares of Republic Common Stock issuable pursuant to Section 1.41.3, registered in the names of the parties to receive such shares as provided in Section 1.4, Shareholder and shall deliver such shares in the following manner: (i) Republic shall set aside and hold in accordance with Section 9.3 stock certificates representing shares of Republic Common Stock having a value (based upon the Price per ShareAverage Closing Sale Price) equal to 105% of the Total Purchase Price (the "Held Back Shares"), and (ii) Republic shall deliver stock certificates representing the balance of the shares of Republic Common Stock issuable in accordance with Section 1.4 1.3 to the parties to receive such shares as provided in Section 1.4Shareholder. The shares of Republic Common Stock issuable pursuant to Section 1.41.3, including the Held Back Shares, are referred to herein as the "Republic Shares."

Procedure at the Closing. At the Closing, the parties agree that the following shall occur: (a) The Acquired Entities and the Principals Shareholder shall have satisfied each of the conditions set forth in Article VI ARTICLE IV and shall deliver to Republic the Buyer the documents, certificates, opinions, consents and letters required by Article VIARTICLE IV. (b) Republic The Buyer shall have satisfied each of the conditions set forth in Article VII ARTICLE IV and shall deliver the documents, certificates, consents and letters required by Article VIIARTICLE IV. (c) Republic The Buyer shall issue the shares of Republic the Buyer's Common Stock issuable pursuant to Section 1.4SECTION 1.5, registered in the names name of the parties to receive such shares as provided in Section 1.4Sellers, and shall deliver such shares in the following manner: (i) Republic the Buyer shall set aside and hold in accordance with Section 9.3 stock SECTION 5.4 share certificates representing 22,500 shares of Republic the Buyer's Common Stock having a value (based upon the Price per Share) equal to 10% of the Purchase Price (the "Held Back SharesHELD BACK SHARES"), and (ii) Republic the Buyer shall deliver stock share certificates representing the balance of the shares of Republic the Buyer's Common Stock issuable in accordance with Section 1.4 SECTION 1.5 to the parties to receive such shares as provided in Section 1.4Sellers. The shares of Republic the Buyer's Common Stock issuable pursuant to Section 1.4SECTION 1.5, including the Held Back Shares, are referred to herein as the "Republic SharesBUYER'S SHARES."