The Third Closing Clause Samples

The Third Closing. Consummation of the purchase and sale of the EFC Shares pursuant to Section 3.2 shall occur as of the close of business on the Third Closing Date. At the Third Closing, Edelman shall sell to SMH (the transfer and conveyance to occur automatically by operation of this Agreement and with no requirement of delivery by Edelman of any further instruments of assignment or conveyance other than a duly completed and executed stock power), and SMH shall purchase from Edelman, the EFC Shares, and SMH shall deliver the Third Closing Consideration to Edelman (a) by wire transfer of immediately available funds to a bank account designated by Edelman to SMH in writing not later than two Business Days prior to the Third Closing Date, in the case of the cash portion of the Third Closing Consideration, and (y) by delivery within five Business Days after the Third Closing Date of a certificate or certificates representing SMH Shares, in the case of the portion of the Third Closing Consideration composed of SMH Shares.

The Third Closing. The closing of the transactions contemplated by this Agreement (the “Third Closing”) shall occur upon the later of (i) July 1, 2006 and (ii) fifteen days from the date that Seller has given notice pursuant to Section 12.4 that all of the conditions set forth in Section 8.1(b) have been met. The Third Closing will take place in person with delivery of original documents or via facsimile delivery of documents and receipt of documents previously sent by overnight courier service, if any.

The Third Closing. Subject to the terms and conditions of this Agreement, including the Company’s acceptance of the applicable Group C Investor’s subscription for securities, the Company shall deliver to the Group C Investors the Notes and the Warrants, registered in such name or names as the Group C Investors may designate, upon payment in full of the specified portion of the Purchase Price set forth on Schedule III to the Company by the Group C Investors. Each Group C Investor’s pro rata portion of the Purchase Price will be set forth on Schedule III attached hereto. This third closing (the “Third Closing”) of the purchase and sale of the Notes and Warrants shall take place at such location and on such date (the “Third Closing Date”) as the Company and the Group C Investors shall mutually agree; provided, however, that the Third Closing shall in no event occur later than March 2, 2009 without the consent of ▇▇▇▇▇ and Camden. The First Closing Date, the Second Closing Date and the Third Closing Date shall be sometimes referred to herein as a “Closing Date”, and the First Closing, the Second Closing and the Third Closing shall be sometimes referred to herein as a “Closing”.

The Third Closing. Subject to the terms and conditions hereof, at the third Closing (the “Third Closing”): (a) SPIL shall deliver to ChipMOS Bermuda NT$209,370,000 or if ChipMOS Taiwan does not pay the third installment under the Equipment Purchase Agreement to SPIL, SPIL may assign at SPIL’s option, where ChipMOS Bermuda agrees to be assigned, its credit to and claim against ChipMOS Taiwan for the third installment to ChipMOS Bermuda, with the notification issued to ChipMOS Taiwan, and after SPIL assigns aforementioned credit to ChipMOS Bermuda, the payment of Third Closing is deemed to be made by SPIL to ChipMOS Bermuda; and (b) Upon SPIL’s payment in accordance with Section 2.4(a) to ChipMOS Bermuda, ChipMOS Bermuda agrees to transfer the ownership of 17,128,874 Shares (the “Third Closing Shares”) to SPIL and shall deliver to SPIL its completed application form for the share transfer recordation with ChipMOS Taiwan requesting the transfer of the Third Closing Shares.

The Third Closing. Subject to the terms and conditions of this Agreement, the Third Closing of the sale and purchase of the Class A Units under this Agreement shall take place at the offices of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, upon payment of the aggregate Third Purchase Price or such other time and place as mutually agreed between the Company and the Purchaser (the “Third Closing Date”). The Company shall revise and update the deliverables set forth in Sections 2.1(b), 2.1(c), 2.1(d) and 2.1(e) for the Second Closing and the Purchaser shall revise and update the deliverables set forth in Section 2.1(g) for the Third Closing.

The Third Closing. Subject to the terms and conditions of this Agreement and all representations, warranties and covenants being true and accurate on the date of the Third Closing Date, the Company shall deliver to the Investor the Notes and the Warrants, registered in such name or names as the Investor may designate, upon payment in full of the specified portion of the Purchase Price set forth on Schedule III to the Company by the Investor pursuant to the Escrow Agreement. This third closing (the “Third Closing”) of the purchase and sale of the Notes and Warrants shall take place at such location and on the date that is thirty (30) days following the Second Closing Date (the “Third Closing Date”).

The Third Closing. (a) The closing (the “Third Closing”) of the purchase and sale of the May Assets and assumption of the May Liabilities hereunder (collectively, the “Third Purchase and Assumption”) shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 425 Lexington Avenue, New York, New York, or by facsimile transmission on a date specified by FDS (upon not less than ninety (90) days’ prior written notice to the Purchaser) occurring no more than twelve (12) months following the date of the closing of the May Merger (and following the completion of reasonable due diligence as set forth in Section 6.16) and no earlier than the first Business Day of the Fiscal Month after the Fiscal Month in which the last of the conditions set forth in Article IX (other than conditions relating solely to the delivery of documents to be dated the Third Closing Date) has been satisfied or waived in accordance with the terms of this Agreement or at such other date or location as the parties hereto jointly designate in writing (the “Third Closing Date”). (b) At the Third Closing, the Purchaser and the Sellers shall deliver or cause to be delivered to each other (i) instruments of sale, assignment, transfer and conveyance of the May Assets and the May Liabilities, respectively (which shall be the Third Instrument of Assignment and Assumption), (ii) a receipt for the May Purchase Price, and (iii) such other instruments as are necessary or appropriate to reflect any alternative arrangements described in Section 6.15, in each case, appropriately executed by the Sellers and the Purchaser. (c) At the Third Closing, the Purchaser shall pay the Estimated May Purchase Price (plus the amount of any interest thereon as set forth on and calculated in accordance with item 5 of the Estimated Third Closing Statement) by wire transfer of immediately available funds (in U.S. dollars) prior to 11:00 A.M. Eastern time on the Third Closing Date to an account or accounts specified by FDS at least three (3) Business Days prior to the Third Closing Date.