Common use of CLOSING AND TRANSFER Clause in Contracts

CLOSING AND TRANSFER. The Closing of the transactions provided for herein shall be held at the offices of the Company on April 27, 2009 (the “Closing”), at which time: 4.1 Each party shall deliver to the other a fully executed copy of this Agreement concurrently with its execution; 4.2 Concurrently with the delivery of the cash payment provided within Section 3 above and the delivery of the originally executed Note, Seller shall deliver all of the Shares to the Company by transfer of such Shares, through the Depository Trust Company, from Seller’s brokerage account to the Company’s brokerage account; to effect such transfer, Seller will deliver instructions to its securities broker holding the Shares substantially in the form of the instruction letter attached to this Agreement as Exhibit “B” and shall provide to the Company evidence of the delivery of such instruction letter to its securities broker at the Closing. Providing a copy of a written acknowledgement from Seller’s broker acknowledging receipt of the instruction letter shall be sufficient for purposes of providing evidence of delivery of the instruction letter. 4.3 The Company shall pay the cash (or cash equivalent) purchase price for the applicable portions of the Shares as provided in Section 3 hereof and shall provide evidence to Seller of the wire transfer of funds for such payment provided for herein. Effective at the time of its receipt of the Shares, the Company shall be entitled to transfer all of such Shares on the books of the Company to the name of the Company. The parties need not attend the Closing in person, and the delivery of all documents and funds as described in Section 4 may be handled by wire transfer and electronic mail or by facsimile transmission.