Common use of Close Clause in Contracts

Close. The two closings of the sale and purchase of the Shares shall take place with respect to each of MTVP and MTRCM on such date as set forth beside such Purchaser’s name on Schedule I (each, a “Close”); provided, however, that Seller shall have no further obligation to sell the Shares to Purchaser if the Closes have not occurred on or prior to December 31, 2009. Each Close shall occur at the offices of Purchaser or at such other place and time as the parties may agree. At each Close, Seller shall (i) deliver to Purchaser the certificate(s) representing 4,000 Shares to be transferred, duly endorsed for transfer or accompanied by duly executed stock powers, (ii) deliver to the Purchaser and the Company’s transfer agent the correspondence of the Company instructing the transfer agent to transfer ownership of the uncertificated Shares from the Seller to the Purchaser and (iii) cause the book entries through a direct registration system for the remainder of the Shares which are uncertificated to be updated to reflect that Purchaser is the new record owner of such Shares, all such transfers being evidenced by the Stock Power in the form attached hereto as Exhibit A, as applicable, and effective as of the applicable date of such Close in accordance with Schedule I.