Common use of Exchange Closing Clause in Contracts

Exchange Closing. (a) The closing of the Exchange pursuant to Section 2.1 hereof (the "Exchange Closing") shall take place at the time of the Exchange Date. The Exchange Closing shall be held at the offices of the Company, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, or at such other place as the parties hereto shall mutually agree. (b) Exchange Securities issued on the Exchange Date shall be deemed to have been issued immediately prior to the close of business on the Exchange Date, each record holder of Securities shall be treated for all purposes as the record holder of the Exchange Securities for which the Securities are exchanged at such time and each Security shall be deemed to have been cancelled immediately prior to the close of business on the Exchange Date and no longer outstanding. On or after the Exchange Date, (i) each record holder of the Securities shall deliver to the Company (A) the certificate(s) evidencing its Preferred Stock, (B) the certificate(s) evidencing its Notes, (C) the Registration Rights Agreement signed by such holder, and (D) all other agreements, instruments or other documents required to be executed and delivered by such holder of Securities to the Company in connection with the issuance by the Company of the Exchange Securities, and (ii) the Company, upon receipt of such certificates, agreements, instruments and other documents from the record holders of the Securities, shall issue and deliver, or shall cause the Trust to issue and deliver, to such record holder of the Securities, (A) a certificate or certificates for the Exchange Securities deemed to have been issued to such holder of the Securities on the Exchange Date, (B) the Registration Rights Agreement and the TOPR Documents or the Series C Certificate of Designation, as the case may be, and (C) all other agreements, instruments or other documents required to be executed and delivered by the Company to the holders of the Convertible Preferred Stock and/or the Notes in connection with the issuance by the Company of the Exchange Securities. (c) If the Exchange Securities to be issued are to be registered in a name other than that of the record holder of the Securities, the Company shall, or shall cause the Trust, upon the direction of such holder of the Securities (provided that such holder delivered to the Company the certificates evidencing its Securities, the documents required by Section 2.2(b)(i) above and such other documents as the Company may reasonably request), record in the security register the name of the person in whose name the Exchange Securities are to be registered and, on the Exchange Date, issue such Exchange Securities in the name of such person.

Exchange Closing. Upon the delivery of an Exchange Notice, the Exchange Consideration shall be delivered by Newco (aor, in the event of a Corporation Election, another applicable wholly-owned subsidiary of the Corporation) The closing to the requesting IESI Owner as promptly as practicable and in no event later than (i) three (3) Business Days after delivery of such Exchange Notice in the event that the Exchange Consideration is paid in Shares, (ii) five (5) Business Days after delivery of such Exchange Notice in the event that the Exchange Consideration is paid in Market Cash and (iii) in the event the Corporation undertakes a Distribution Cash Transaction pursuant to exercise of an IESI Owner’s Demand Cash Right or in connection with an IESI Owner’s Piggy-Back Cash Right, on the date of completion of the relevant Distribution (such date of delivery of the Exchange pursuant to Section 2.1 hereof (Consideration, the "Exchange Closing") shall take place at “Closing Date”). In the time event that some or all of the Exchange Consideration is in the form of Shares, on the Closing Date. The Exchange Closing shall , Newco will cause to be held at delivered, through the offices book-based system administered by CDS to and for the account of the Company, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, requesting IESI Owner or at as such other place as the parties hereto shall mutually agree. (b) Exchange Securities issued on IESI Owner may otherwise direct in the Exchange Date shall be deemed to have been issued immediately prior to Notice, the close number of business on the Exchange Date, each record holder Shares deliverable pursuant hereto upon receipt of Securities shall be treated for all purposes required documents and instruments of transfer as the record holder required hereunder. If any or all of the Exchange Securities for which Consideration is in the Securities are exchanged at form of cash, Newco will deliver or cause to be delivered to such time and each Security shall be deemed to have been cancelled IESI Owner or as such IESI Owner may otherwise direct in the Exchange Notice such cash amount by wire transfer of immediately prior available funds to the close of business on account(s) specified in the Exchange Date and no longer outstandingNotice. On or after the Exchange Closing Date, (i) each record holder of the Securities IESI Owner shall deliver to Newco the Company (A) the certificate(s) evidencing its Preferred Stock, (B) the certificate(s) evidencing its Notes, (C) the Registration Rights Agreement signed by such holder, and (D) all other agreements, instruments or other documents required to be executed and delivered by such holder of Securities to the Company in connection with the issuance by the Company of the Exchange Securities, and (ii) the Company, upon receipt of such certificates, agreements, instruments and other documents from the record holders of the Securities, shall issue and deliver, or shall cause the Trust to issue and deliver, to such record holder of the Securities, (A) a certificate or certificates for the Exchange Securities deemed Preferred Shares subject to have been issued exchange, duly endorsed or assigned in blank to Newco or, in the event of a Corporation Election such holder other designated wholly-owned subsidiary of the Securities on the Exchange Date, (B) the Registration Rights Agreement Corporation. Newco will exchange such Preferred Shares for additional common stock of IESI and the TOPR Documents or the Series C Certificate of Designation, as the case may be, and (C) all other agreements, instruments or other documents required will cause IESI to be executed and delivered by the Company to the holders of the Convertible cancel such Preferred Stock and/or the Notes in connection with the issuance by the Company of the Exchange SecuritiesShares. (c) If the Exchange Securities to be issued are to be registered in a name other than that of the record holder of the Securities, the Company shall, or shall cause the Trust, upon the direction of such holder of the Securities (provided that such holder delivered to the Company the certificates evidencing its Securities, the documents required by Section 2.2(b)(i) above and such other documents as the Company may reasonably request), record in the security register the name of the person in whose name the Exchange Securities are to be registered and, on the Exchange Date, issue such Exchange Securities in the name of such person.

Exchange Closing. (a) The closing of the Exchange pursuant to Section 2.1 hereof transactions contemplated by this Agreement (the "Exchange Closing") shall take place at the time of the Exchange Date. The Exchange Closing shall be held at the offices of the CompanyFenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, (or at such other place location as the parties hereto shall mutually agreeagree to) immediately prior to the Closing under the Merger Agreement. (b) Exchange Securities issued on At the Exchange Date shall be deemed Closing, the Stockholder will deliver to have been issued immediately prior to the close of business on the Exchange Date, each record holder of Securities shall be treated for all purposes as the record holder of the Exchange Securities for which the Securities are exchanged at such time and each Security shall be deemed to have been cancelled immediately prior to the close of business on the Exchange Date and no longer outstanding. On or after the Exchange Date, GHX (i) each record holder stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of the Securities shall deliver Shares subject to the Company (A) the certificate(s) evidencing its Preferred Stock, (B) the certificate(s) evidencing its Notes, (C) the Registration Rights Agreement signed by such holder, and (D) all other agreements, instruments or other documents required to be executed and delivered by such holder of Securities to the Company in connection with the issuance by the Company of the Exchange Securities, and (ii) an Accession Agreement (the Company"Accession Agreement") in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the "Formation Agreement"), upon receipt as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the "Formation Agreement Amendment" and the Formation Agreement as amended by the Formation Agreement Amendment, the "Revised Formation Agreement"), and the Fifth Amended and Restated Limited Liability Company Agreement of such certificatesGHX (the "LLC Agreement"), agreementsas amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the "LLC Agreement Amendment" and the LLC Agreement as amended by the LLC Agreement Amendment, instruments and other documents from the record holders of "Revised LLC Agreement"), duly executed by the Securities, shall issue and deliver, or shall cause the Trust to issue and deliver, to such record holder of the Securities, (A) a certificate or certificates for Stockholder. At the Exchange Securities deemed to have been issued to such holder of the Securities on Closing, GHX will (i) issue the Exchange Date, Units to the Stockholder and (Bii) deliver to the Registration Rights Stockholder the Accession Agreement duly executed by GHX and the TOPR Documents or Formation Agreement Amendment and the Series C Certificate LLC Agreement Amendment duly executed by GHX and members of DesignationGHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as the case may be, and (C) all other agreements, instruments or other documents required to be executed and delivered by the Company to the holders of the Convertible Preferred Stock and/or the Notes in connection with the issuance by the Company of the Exchange Securitiesapplicable. (c) If the Exchange Securities to be issued are to be registered in a name other than that of the record holder of the Securities, the Company shall, or shall cause the Trust, upon the direction of such holder of the Securities (provided that such holder delivered to the Company the certificates evidencing its Securities, the documents required by Section 2.2(b)(i) above and such other documents as the Company may reasonably request), record in the security register the name of the person in whose name the Exchange Securities are to be registered and, on the Exchange Date, issue such Exchange Securities in the name of such person.

Exchange Closing. (a) The closing of the Exchange pursuant to Section 2.1 hereof transactions contemplated by this Agreement (the "“Exchange Closing"”) shall take place at the time of the Exchange Date. The Exchange Closing shall be held at the offices of the Company[Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, or at such other place as ▇▇▇▇▇▇▇▇▇▇,] immediately prior to the parties hereto shall mutually agreeClosing under the Merger Agreement. (b) Exchange Securities issued on At the Exchange Date shall be deemed Closing, the Stockholder will deliver to have been issued immediately prior to the close of business on the Exchange Date, each record holder of Securities shall be treated for all purposes as the record holder of the Exchange Securities for which the Securities are exchanged at such time and each Security shall be deemed to have been cancelled immediately prior to the close of business on the Exchange Date and no longer outstanding. On or after the Exchange Date, GHX (i) each record holder stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of the Securities shall deliver Shares subject to the Company (A) the certificate(s) evidencing its Preferred Stock, (B) the certificate(s) evidencing its Notes, (C) the Registration Rights Agreement signed by such holder, and (D) all other agreements, instruments or other documents required to be executed and delivered by such holder of Securities to the Company in connection with the issuance by the Company of the Exchange Securities, and (ii) an Accession Agreement (the Company“Accession Agreement”) in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the “Formation Agreement”), upon receipt as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the “Formation Agreement Amendment” and the Formation Agreement as amended by the Formation Agreement Amendment, the “Revised Formation Agreement”), and the Fifth Amended and Restated Limited Liability Company Agreement of such certificatesGHX (the “LLC Agreement”), agreementsas amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the “LLC Agreement Amendment” and the LLC Agreement as amended by the LLC Agreement Amendment, instruments and other documents from the record holders of “Revised LLC Agreement”), duly executed by the Securities, shall issue and deliver, or shall cause the Trust to issue and deliver, to such record holder of the Securities, (A) a certificate or certificates for Stockholder. At the Exchange Securities deemed to have been issued to such holder of the Securities on Closing, GHX will (i) issue the Exchange Date, Units to the Stockholder and (Bii) deliver to the Registration Rights Stockholder the Accession Agreement duly executed by GHX and the TOPR Documents or Formation Agreement Amendment and the Series C Certificate LLC Agreement Amendment duly executed by GHX and members of DesignationGHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as the case may be, and (C) all other agreements, instruments or other documents required to be executed and delivered by the Company to the holders of the Convertible Preferred Stock and/or the Notes in connection with the issuance by the Company of the Exchange Securitiesapplicable. (c) If the Exchange Securities to be issued are to be registered in a name other than that of the record holder of the Securities, the Company shall, or shall cause the Trust, upon the direction of such holder of the Securities (provided that such holder delivered to the Company the certificates evidencing its Securities, the documents required by Section 2.2(b)(i) above and such other documents as the Company may reasonably request), record in the security register the name of the person in whose name the Exchange Securities are to be registered and, on the Exchange Date, issue such Exchange Securities in the name of such person.

Exchange Closing. (a) The closing of the Exchange pursuant to Section 2.1 hereof transactions contemplated by this Agreement (the "“Exchange Closing"”) shall take place at the time of the Exchange Date. The Exchange Closing shall be held at the offices of the CompanyFenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, (or at such other place location as the parties hereto shall mutually agreeagree to) immediately prior to the Closing under the Merger Agreement. (b) Exchange Securities issued on At the Exchange Date shall be deemed Closing, the Stockholder will deliver to have been issued immediately prior to the close of business on the Exchange Date, each record holder of Securities shall be treated for all purposes as the record holder of the Exchange Securities for which the Securities are exchanged at such time and each Security shall be deemed to have been cancelled immediately prior to the close of business on the Exchange Date and no longer outstanding. On or after the Exchange Date, GHX (i) each record holder stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of the Securities shall deliver Shares subject to the Company (A) the certificate(s) evidencing its Preferred Stock, (B) the certificate(s) evidencing its Notes, (C) the Registration Rights Agreement signed by such holder, and (D) all other agreements, instruments or other documents required to be executed and delivered by such holder of Securities to the Company in connection with the issuance by the Company of the Exchange Securities, and (ii) an Accession Agreement (the Company“Accession Agreement”) in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the “Formation Agreement”), upon receipt as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the “Formation Agreement Amendment” and the Formation Agreement as amended by the Formation Agreement Amendment, the “Revised Formation Agreement”), and the Fifth Amended and Restated Limited Liability Company Agreement of such certificatesGHX (the “LLC Agreement”), agreementsas amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the “LLC Agreement Amendment” and the LLC Agreement as amended by the LLC Agreement Amendment, instruments and other documents from the record holders of “Revised LLC Agreement”), duly executed by the Securities, shall issue and deliver, or shall cause the Trust to issue and deliver, to such record holder of the Securities, (A) a certificate or certificates for Stockholder. At the Exchange Securities deemed to have been issued to such holder of the Securities on Closing, GHX will (i) issue the Exchange Date, Units to the Stockholder and (Bii) deliver to the Registration Rights Stockholder the Accession Agreement duly executed by GHX and the TOPR Documents or Formation Agreement Amendment and the Series C Certificate LLC Agreement Amendment duly executed by GHX and members of DesignationGHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as the case may be, and (C) all other agreements, instruments or other documents required to be executed and delivered by the Company to the holders of the Convertible Preferred Stock and/or the Notes in connection with the issuance by the Company of the Exchange Securitiesapplicable. (c) If the Exchange Securities to be issued are to be registered in a name other than that of the record holder of the Securities, the Company shall, or shall cause the Trust, upon the direction of such holder of the Securities (provided that such holder delivered to the Company the certificates evidencing its Securities, the documents required by Section 2.2(b)(i) above and such other documents as the Company may reasonably request), record in the security register the name of the person in whose name the Exchange Securities are to be registered and, on the Exchange Date, issue such Exchange Securities in the name of such person.

Exchange Closing. (a) The closing of the Exchange pursuant to Section 2.1 hereof transactions contemplated by this Agreement (the "“Exchange Closing"”) shall take place at the time of the Exchange Date. The Exchange Closing shall be held at the offices of the CompanyFenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, (or at such other place location as the parties hereto shall mutually agreeagree to) immediately prior to the Closing under the Merger Agreement. (b) Exchange Securities issued on At the Exchange Date shall be deemed Closing, the Stockholder will deliver to have been issued immediately prior to the close of business on the Exchange Date, each record holder of Securities shall be treated for all purposes as the record holder of the Exchange Securities for which the Securities are exchanged at such time and each Security shall be deemed to have been cancelled immediately prior to the close of business on the Exchange Date and no longer outstanding. On or after the Exchange Date, GHX (i) each record holder stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of the Securities shall deliver Shares subject to the Company (A) the certificate(s) evidencing its Preferred Stock, (B) the certificate(s) evidencing its Notes, (C) the Registration Rights Agreement signed by such holder, and (D) all other agreements, instruments or other documents required to be executed and delivered by such holder of Securities to the Company in connection with the issuance by the Company of the Exchange Securities, and (ii) an Accession Agreement (the Company“Accession Agreement”) in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the “Formation Agreement”), upon receipt of such certificates, agreements, instruments and other documents from as amended by Amendment No. 1 thereto in the record holders of form attached as Schedule B hereto (the Securities, shall issue and deliver, or shall cause the Trust to issue and deliver, to such record holder of the Securities, (A) a certificate or certificates for the Exchange Securities deemed to have been issued to such holder of the Securities on the Exchange Date, (B) the Registration Rights “Formation Agreement Amendment” and the TOPR Documents or Formation Agreement as amended by the Series C Certificate Formation Agreement Amendment, the “Revised Formation Agreement”), and the Fifth Amended and Restated Limited Liability Company Agreement of DesignationGHX (the “LLC Agreement”), as the case may be, and (C) all other agreements, instruments or other documents required to be executed and delivered amended by the Company to the holders of the Convertible Preferred Stock and/or the Notes in connection with the issuance by the Company of the Exchange Securities. (c) If the Exchange Securities to be issued are to be registered in a name other than that of the record holder of the Securities, the Company shall, or shall cause the Trust, upon the direction of such holder of the Securities (provided that such holder delivered to the Company the certificates evidencing its Securities, the documents required by Section 2.2(b)(i) above and such other documents as the Company may reasonably request), record Amendment No. 1 thereto in the security register the name of the person in whose name the Exchange Securities are to be registered and, on the Exchange Date, issue such Exchange Securities in the name of such person.form attached as Schedule C hereto (the