Common use of Stock Purchase Closing Clause in Contracts

Stock Purchase Closing. (a) The closing of the Stock Purchase (the “Closing”) shall be at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇, P.C., Birmingham, Alabama, or such other place as may be mutually agreed upon by the Parties. Subject to the terms and conditions of this Agreement, unless otherwise mutually agreed upon in writing by the Parties, the Closing will take place at 9:00 a.m. Central Time on the last Business Day of the month in which the closing conditions set forth in Article VIII (other than those conditions that are to be satisfied at the Closing) have been satisfied (or waived pursuant to Section 11.03 of this Agreement). The Parties may conduct the Closing remotely via the exchange of documents and signatures by facsimile, electronic mail or other means of electronic transmission. The date of such Closing is referred to herein as the “Closing Date.” (b) At the Closing, in addition to such other actions as may be provided for herein: (i) the Shareholder Representative shall deliver to Parent the relevant stock certificates representing the Purchased Shares, along with duly executed stock powers in respect of the Purchased Shares, in form and substance satisfactory to Parent; (ii) Parent, the Shareholder Representative and the Escrow Agent shall enter into and deliver the Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), in accordance with the escrow arrangements described in Section 2.05; (iii) Parent shall pay, or cause to be paid, an amount equal to the Transaction Cash, as determined in accordance with Section 2.03(a), pursuant to the wire transfer instructions provided by the Shareholder Representative to Parent in writing at least two (2) Business Days prior to the Closing Date; (iv) Parent shall deposit, or cause to be deposited, the Purchase Price Escrow Funds into the Purchase Price Escrow Account in accordance with Section 2.05; (v) Parent shall issue to each of the Transaction Shareholders, in accordance with Section 2.06, a Parent stock certificate representing such Transaction Shareholder’s pro rata portion of the Transaction Shares (collectively, the “Parent Stock Certificates”), which Parent Stock Certificates shall be immediately deposited into the Indemnity Escrow Account, along with appropriate blank stock powers in respect of the Transaction Shares, in accordance with Section 2.05 and the Escrow Agreement; (vi) the Shareholder Representative shall deliver to Parent the certificates required to be provided by the TPB Parties pursuant to Section 8.02(c); (vii) Parent shall deliver to the Shareholder Representative the certificates required to be provided by it pursuant to Section 8.03(c); (viii) the Shareholder Representative shall deliver a certificate of non-foreign status under Section 1.1445-2(b)(2) of the Treasury Regulations, signed by each of the Transaction Shareholders, in form and substance satisfactory to Parent; and (ix) the Shareholder Representative shall deliver to Parent such other Contracts, documents or certificates as Parent reasonably requests, each in form and substance satisfactory to Parent, and each duly executed by the applicable Person.