Common use of Preliminary Closing Clause in Contracts

Preliminary Closing. A preliminary closing ("Preliminary Closing") of the transactions contemplated by this Agreement shall take place at the offices of Chamberlain, Hrdlicka, Kori ▇▇▇eement and Plan of Merger//Page 1 10 White, Will▇▇▇▇ & ▇art▇▇, ▇▇ Houston, Texas, commencing at 9:00 a.m. local time on such date ("Preliminary Closing Date") on which Parent or the Shareholders shall have notified the other at least three business days in advance, provided that the Preliminary Closing shall occur simultaneously with the execution and delivery of the underwriting agreement ("Underwriting Agreement") relating to the purchase by the underwriters of shares of Parent Common Stock for resale to the public in connection with the IPO (defined in Section 1.5). At the Preliminary Closing the following deliveries will be made to the Exchange Agent (defined in Section 1.7) to be held by such Agent in escrow pending disposition in accordance with Section 1.2(b) below: (i) the Shareholders will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.1 below (except that only the original documents referred to in Section 4.1(m)(ii) need be delivered), (ii) Parent will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.2 below, and (iii) Parent will make the deliveries contemplated by Section 1.3(a). Each of such certificates, instruments, and documents to be delivered in accordance with clauses (i) and (ii) that are to be executed by the parties will be fully executed, but dated in blank, except that the certificates to be delivered in accordance with Section 4.1(a), 4.1(b), 4.2(a) and 4.2(b) shall be dated the Preliminary Closing Date.

Preliminary Closing. A preliminary closing ("Preliminary Closing") of the transactions contemplated by this Agreement shall take place at the offices of Chamberlain, Hrdlicka, Kori ▇▇▇eement and Plan of Merger//Page 1 10 White, Will▇▇▇▇ & ▇art▇▇, ▇▇ Houston, Texas, commencing at 9:00 a.m. local time on such date ("Preliminary Closing Date") on which Parent or the Shareholders shall have notified the other at least three business days in advance, provided that the Preliminary Closing shall occur simultaneously with the execution and delivery of the underwriting agreement ("Underwriting Agreement") relating to the purchase by the underwriters of shares of Parent Common Stock for resale to the public in connection with the IPO (defined in Section 1.5). At the Preliminary Closing the following deliveries will be made to an exchange agent selected by Parent and reasonably acceptable to the Shareholders (the "Exchange Agent (defined in Section 1.7Agent") to be held by such Agent in escrow pending disposition in accordance with Section 1.2(b1.4(b) below: (i) the Shareholders will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.1 below (except that only the original documents referred to in Section 4.1(m)(ii) need be delivered)) and the instrument required to transfer title under the Real Estate Purchase Agreement, (ii) Parent will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.2 below, and (iii) each Shareholder will deliver certificates representing such Shareholder's shares of Company Common Stock together with completed (but undated) stock powers transferring the shares to Parent will make duly executed by such Shareholder and with signature guaranteed by an eligible guarantor institution pursuant to any medallion signature guarantee program (collectively, the deliveries contemplated by Section 1.3(a"Stock Certificates"). Each of such certificates, instruments, and documents to be delivered in accordance with clauses (i) and (ii) that are to be executed by the parties will be fully executed, but dated in blank, except that the certificates to be delivered in accordance with Section 4.1(a), 4.1(b), 4.2(a) and 4.2(b) and the instrument required to transfer title under the Real Estate Purchase Agreement shall be dated the Preliminary Closing Date.