Common use of The Closing Transactions Clause in Contracts

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Company and the Merger Sub shall cause the Articles of Merger to be executed, acknowledged and filed with the Massachusetts Secretary of the Commonwealth; (b) in accordance with Section 1.03, the Parent shall deliver the Stock Consideration as directed by the Representative by issuance of Parent Common Stock registered in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration by wire transfer of immediately available funds to the Securityholders as directed by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount); (c) in accordance with Section 1.04, the Parent shall deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative; (d) in accordance with Section 1.10, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (f) the Parent shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; and (g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties The parties hereto shall consummate the following transactions at on the ClosingClosing Date: (a) the Company and the Merger Sub shall cause the Articles of Merger to be executed, acknowledged and filed with the Massachusetts Secretary of the Commonwealth; (b) in accordance with Section 1.03, the Parent shall deliver the Stock Consideration as directed by the Representative by issuance of Parent Common Stock registered in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration by wire transfer of immediately available funds to the Securityholders as directed by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount); (c) in accordance with Section 1.04, the Parent Purchaser shall deliver to Seller the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative; (d) in accordance with Section 1.10, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (f) the Parent shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then outstanding balance of all IndebtednessEstimated Purchase Price, by wire transfer of immediately available funds to the account(s) designated by Seller; (b) the holders Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule as specified in each applicable Payoff Letter to the account(s) designated in each such Indebtednessapplicable Payoff Letter in order fully to discharge such Indebtedness and terminate all applicable obligations and liabilities of the Company and its Subsidiaries related thereto; (c) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Purchase Price Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; and (gd) the Parent Purchaser shall pay, on behalf of Seller, all Transaction Expenses to each Person who is owed a portion thereof; provided, that any Transaction Expenses that are subject to employment Tax withholding and reporting shall be paid to the Company Company, which shall make in turn cause such other deliveries as are required by Article VII hereofamounts to be paid through its (or its Subsidiaries’) payroll system within fifteen (15) days following the Closing Date.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Company and the Merger Sub shall cause the Articles Certificate of Merger to be executed, acknowledged and filed with the Massachusetts Secretary of State of the CommonwealthState of Delaware; (b) in accordance with Section 1.04, the Parent shall deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent; (c) in accordance with Section 1.03, the Parent shall deliver deliver, or cause to be delivered, the Stock Closing Option Consideration as directed by the Representative by issuance of Parent Common Stock registered set forth in the names Estimated Closing Statement to the Company, for the benefit of the Securityholders entitled thereto (exclusive holders of the Adjustment Share Reserve) and payment of the Cash Consideration In-the-Money Options by wire transfer of immediately available funds to the Securityholders as directed account designated in writing by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount)Company; (cd) in accordance with Section 1.041.05, the Parent shall deliver deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative; (de) in accordance with Section 1.10, the Parent shall issue deposit, or cause to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10be deposited, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow AccountAccount in accordance with the Escrow Securityholders Side Letter; (f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the CompanyGroup Companies, all amounts necessary to discharge fully the then outstanding balance of all IndebtednessIndebtedness under the Credit Agreement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; and; (g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and (h) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall parties hereto will consummate the following transactions at (the Closing“Closing Transactions”) on the Closing Date: (a) the Company and the Merger Sub shall will cause the Articles Certificate of Merger to be executed, acknowledged executed and filed with the Massachusetts Secretary of State of the CommonwealthState of Delaware; (b) in In accordance with Section 1.03, the Parent shall deliver the Stock Consideration as directed by the Representative by issuance of Parent Common Stock registered in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration by wire transfer of immediately available funds to the Securityholders as directed by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount); (c) in accordance with Section 1.04, the Parent shall deliver to the Representative the Representative Amountwill deposit, by wire transfer of immediately available funds funds, into a custodial account established pursuant to the account(sterms and conditions of a paying agent agreement in a form to be mutually agreed upon among the Representative, Parent and the Paying Agent (the “Paying Agent Agreement”), an amount to be paid out in accordance with Section 1.03 equal to (i) the Class A Merger Consideration, plus (ii) the Closing Residual Cash Consideration (as determined in accordance with Section 1.02(c)), minus (iii) the Option Merger Consideration; minus (iv) the amount, if any, that would have been payable to holders of Non-Accelerated Equity if the vesting of such unvested Class B Common Shares and unvested employee options to acquire Class B Common Shares had been accelerated pursuant to Section 6.01(a); (c) Parent will deposit, by wire transfer of immediately available funds, an amount equal to the Option Merger Consideration with the Company, to be paid out in accordance with Section 1.04; (d) Parent will deposit, by wire transfer of immediately available funds, into an escrow account established pursuant to the terms and conditions of an escrow agreement to be entered into at the Closing by and among the Representative, Parent and the Escrow Agent substantially in the form of Exhibit D (the “Escrow Agreement”), the Escrow Amount to be paid out in accordance with Section 1.09(c) or Section 1.09(d), as applicable; (e) Parent will deposit, by wire transfer of immediately available funds, the Representative Holdback Amount into an account designated in writing by the Representative; (df) in accordance the Company will deliver to Parent payoff letters and lien releases with Section 1.10, the Parent shall issue respect to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share ReserveIndebtedness set forth on Schedule 2.01(f); (eg) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (f) the Parent shall will repay, or cause to be repaid, on behalf of the CompanyCompany and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all IndebtednessIndebtedness set forth on Schedule 2.01(f), by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (h) Parent will pay, or cause to be paid, on behalf of the Stockholders, Optionholders and the Company (as applicable), the unpaid Transaction Expenses by wire transfer of immediately available funds as directed by the Representative; and (gi) Parent, the Parent Company and the Company shall Representative (on behalf of the Stockholders and Optionholders) will make such other deliveries as are required by Article VII hereofIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at or prior to the Closing: (a) the Company and the Merger Sub Parent shall cause Buyer to deliver to the Articles Sellers a cash amount by wire transfer of Merger immediately available funds into an account for each Seller designated by the Representatives equal to be executed, acknowledged and filed with the Massachusetts Secretary Closing Payment Amount payable to each of the CommonwealthSellers at the Closing for distribution to such Sellers in accordance with Section 2.02; (b) in accordance with Section 1.032.03, the Parent shall deliver advance, or cause Buyer to advance, the Stock Option Consideration as directed by the Representative by issuance of Parent Common Stock registered set forth in the names Estimated Closing Statement to the Company, for the benefit of the Securityholders entitled thereto (exclusive holders of the Adjustment Share Reserve) and payment of the Cash Consideration In-the-Money Options, by wire transfer of immediately available funds to the Securityholders as directed account designated in writing by the Representative (exclusive of the Representative Amount Company, and the Adjustment Escrow AmountCompany shall use such funds to pay the Option Consideration in accordance with Section 2.03(a); (c) the Parent shall retain (on behalf of the Buyer), the Holdback Amount in trust in accordance with Section 1.04, 2.06(a); (d) the Parent shall deliver deposit with the Escrow Agent (on behalf of the Buyer), the Escrow Amount, by wire transfer of immediately available funds to the Representative Escrow Account, in accordance with the Representative AmountEscrow Agreement; (e) the Parent shall advance, or cause Buyer to advance, amounts as one or more loans to the applicable Group Company and, at their direction and on their behalf, use such funds to repay, or cause to be repaid, on behalf of the Group Companies, the Payoff Amount to the applicable holders of such Indebtedness by wire transfer of immediately available funds to the account(s) designated in writing or as otherwise directed by the Representative; (d) Representatives and, in accordance with Section 1.10connection therewith, prior to the Closing Date, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (f) the Parent shall repayRepresentatives will provide, or cause to be repaidprovided, on behalf of the Company, to Buyer customary payoff letters from all amounts necessary to discharge fully the then outstanding balance of all Indebtedness, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; andIndebtedness (the “Payoff Letters”); (gf) the Parent and the Company shall make such other deliveries as are required by Article VII X hereof; (g) the Parent shall advance, or cause Buyer to advance, amounts as one or more loans to the applicable Group Company and, at their direction and on their behalf, use such funds to pay, or cause to be paid, on behalf of the Company, the Company Transaction Expenses by wire transfer of immediately available funds as directed by the Company, as such amounts are set forth in the invoice, pay-off, termination and/or discharge letters delivered to the Parent by the Company setting forth the Company Transaction Expenses, which letters shall be in form and substance reasonably satisfactory to the Parent; and (h) the Parent shall advance, or cause Buyer to pay, or cause to be paid, on behalf of the Sellers, the Sellers Transaction Expenses by wire transfer of immediately available funds as directed by the Representatives (on behalf of the Sellers), as such amounts are set forth in the invoice, pay-off, termination and/or discharge letters delivered to the Parent by the Representatives setting forth the Sellers Transaction Expenses, which letters shall be in form and substance reasonably satisfactory to the Parent. (i) the Parent shall advance, or cause Buyer to advance to Representatives, on behalf of all Sellers, an amount equal to $50,000 (the “Expense Account Deposit”).

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at or prior to the Closing: (a) the Company and the Merger Sub shall cause the Articles Certificate of Merger to be executed, acknowledged executed and filed with the Massachusetts Secretary of State of the CommonwealthState of Delaware; (b) in accordance with Section 1.031.04, the Parent shall deliver deposit with the Exchange Agent the cash payment required to be delivered at the Closing with respect to outstanding shares of Company Stock Consideration as directed by the Representative by issuance of Parent Common Stock registered in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration by wire transfer of immediately available funds pursuant to the Securityholders as directed by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount)Section 1.02; (c) in accordance with Section 1.041.03, Parent shall deposit with the Surviving Company (i) the aggregate Closing Option Consideration payable to Optionholders pursuant to Section 1.03(a) and (ii) the aggregate Closing Restricted Stock Unit Consideration payable to Restricted Stock Unit Holders pursuant to Section 1.03(b); (d) in accordance with Section 7.01(e), Parent shall deliver to the Representative the amount of the Representative AmountExpense Fund; (e) subject to Section 5.05, Parent shall repay, or cause to be repaid, on behalf of the Group Companies, the Payoff Amounts, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative; (d) in accordance with Section 1.10, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Accountapplicable Payoff Letter; (f) the Parent shall repaydeliver to the Company a certificate of an authorized officer of Parent and an authorized officer of Merger Sub in his or her (or their) capacity as such, dated as of the Closing Date, stating that the conditions specified in Section 9.03(a) and 9.03(b) have been satisfied. (g) The Company shall deliver to Parent: (i) a certificate of an authorized officer of the Company in his or cause her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 9.02(a), 9.02(b) and 9.02(c) have been satisfied; (ii) a certificate of the Secretary of the Company in his or her capacity as such, dated as of the Closing Date, stating that resolutions in the form of Exhibit F irrevocably approving the consummation of the transactions contemplated by this Agreement (each and collectively, the “Written Consent”) have been executed and delivered by the Securityholders listed on Annex V to be repaid, on behalf of the Company, all amounts necessary with a copy to discharge fully Parent concurrently, and have not been withdrawn or superseded and remain in full force and effect as of the then outstanding balance Effective Time; (iii) a duly executed certificate from the Company, dated as of all Indebtednessthe Closing Date, by wire transfer of immediately available funds to the account(seffect that the Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) designated by of the holders Code, a “United States real property holding corporation” within the meaning of such IndebtednessSection 897(c) of the Code, which certificate shall be in compliance with the requirements set forth in Treasury Regulations Section 1.1445-2(c)(3)(i), along with the notifications required under Treasury Regulation Sections 1.897-2(h)(2); and (giv) certified copies of resolutions duly adopted by the Parent Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the Company shall make such other deliveries as are required by Article VII hereofagreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Company Purchaser and the Merger Sub US Purchaser shall deliver, or cause the Articles of Merger to be executeddelivered, acknowledged and filed with the Massachusetts Secretary Closing Consideration to the Civil Law Notary’s Bank Account by wire transfer of immediately available funds, which amounts must be received in the Civil Law Notary’s Bank Account by 4:00 P.M. CET on the Closing Date (provided, that Seller may direct Purchaser to deliver a portion of the CommonwealthClosing Consideration to one or more of Purchaser’s designees by such time); (b) in accordance with Section 1.03Purchaser and US Purchaser shall deliver, or cause to be delivered, the Parent shall deliver Escrow Fund to the Stock Consideration as directed by the Representative by issuance of Parent Common Stock registered in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration Escrow Agent by wire transfer of immediately available funds to the Securityholders as directed by account designated in the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount)Agreement; (c) in accordance with Section 1.04Purchaser and Seller shall instruct the Civil Law Notary to transfer the Shares to the Purchaser by executing the Deed of Transfer; (d) US Seller shall deliver, or cause to be delivered, the Parent Units to US Purchaser; (e) Purchaser and US Purchaser shall deliver to ensure that the Representative Civil Law Notary transfers (i) the Representative Amount, Closing Shares Consideration deposited into the Civil Law Notary’s Bank Account by wire transfer of immediately available funds to the bank account(s) designated in writing by Seller and (ii) the Representative; (d) in accordance with Section 1.10, the Parent shall issue Units Consideration by wire transfer to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (ebank account(s) designated in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Accountwriting by US Seller; (f) the Parent shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; and (g) the Parent Purchaser and the Company Seller shall make such other deliveries as are required by Article VII hereof; and (g) the Civil Law Notary shall register the transfer of the Shares in the shareholders’ register of the Company and deliver the shareholders’ register to Purchaser.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall will consummate the following transactions at on the ClosingClosing Date: (a) the Company and the Merger Sub shall will cause the Articles Certificate of Merger to be executed, acknowledged executed and filed with the Massachusetts Secretary of State of the CommonwealthState of Delaware in accordance with Section 1.01(b); (b) in accordance with Section 1.031.02, the Parent shall deliver the Stock Consideration Section 1.03 and Section 1.04(b), as directed by the Representative by issuance of Parent Common Stock registered in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration applicable, Acquiror will deposit, or cause to be deposited, by wire transfer of immediately available funds funds, into a custodial account established pursuant to the Securityholders as directed terms and conditions of a paying agent agreement substantially in the form of Exhibit G attached hereto, to be entered into on the Closing Date by Acquiror, the Representative and the Paying Agent (exclusive the “Paying Agent Agreement”), an aggregate amount (to be paid out in accordance with Section 1.03) equal to (i) the portion of the Representative Amount Closing Merger Consideration payable to the Stockholders in accordance with Sections 1.02(a) and 1.02(b) and (ii) the Adjustment Escrow Amountportion of the Closing Merger Consideration payable to the Warrantholder in accordance with Section 1.04(b); (c) in accordance with Section 1.041.04(a), Acquiror will deposit, or cause to be deposited, with the Parent shall deliver to the Representative the Representative AmountCompany, by wire transfer of immediately available funds to the account(s) an account designated in writing by the RepresentativeRepresentative to Acquiror at least three (3) Business Days prior to the Closing Date, an aggregate amount equal to the portion of the Closing Merger Consideration payable to the Optionholders in accordance with Section 1.04(a); (d) in accordance with Section 1.10, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (f) the Parent shall Acquiror will repay, or cause to be repaid, on behalf of the CompanyCompany and its Subsidiaries, all the amount of Closing Indebtedness set forth in the applicable Pay-off Letters, in accordance with the payment instructions in such Pay-off Letters; (e) Acquiror will pay, or cause to be paid, on behalf of the Company and its Subsidiaries, the Estimated Transaction Expenses, by wire transfer of immediately available funds, to the account(s) designated by each Person to whom such Estimated Transaction Expenses are to be paid; provided, that any amounts necessary treated as wages for income Tax purposes shall be paid to discharge fully the then outstanding balance Company or its applicable Subsidiary, which shall promptly pay such amounts, less any applicable withholding Taxes; (f) Acquiror will pay an amount equal to the Representative Reserve Fund to the Representative by wire transfer of all Indebtednessimmediately available funds to an account designated in writing by Representative at least three (3) Business Days prior to the Closing Date; (g) Acquiror will deposit an amount equal to the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Special Indemnity Escrow Amount with the Escrow Agent by wire transfer of immediately available funds to the account(s) accounts designated in writing by the holders of such IndebtednessEscrow Agent; and (gh) Acquiror, the Parent Company and the Company shall Representative (on behalf of the Equityholders) will make such other deliveries as are required by Article VII hereofIII.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at or prior to the Closing: (a) the Company and the Merger Sub shall cause the Articles Certificate of Merger to be executed, acknowledged and filed with the Massachusetts Secretary of State of the CommonwealthState of Delaware; (b) the Parent shall deposit with the Paying Agent a cash amount by wire transfer of immediately available funds into an account designated by the Paying Agent equal to the Stock Merger Consideration payable to the Company Shareholders at the Closing for distribution to such Company Shareholders in accordance with Section 1.02; (c) in accordance with Section 1.03, the Parent shall deliver the Stock Closing Option Consideration as directed by the Representative by issuance of Parent Common Stock registered set forth in the names Estimated Closing Statement to the Company for the benefit of the Securityholders entitled thereto (exclusive holders of the Adjustment Share Reserve) and payment of the Cash Consideration vested In-the-Money Options by wire transfer of immediately available funds to the Securityholders as directed by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount); (c) in accordance with Section 1.04, the Parent shall deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) account designated in writing by the RepresentativeCompany; (d) in accordance with Section 1.10, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow AccountAccount in accordance with the Escrow Agreement; (fe) the Parent shall repay, or cause to be repaid, on behalf of the CompanyGroup Companies, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness, Payoff Amount by wire transfer of immediately available funds to the account(s) designated by in the holders of such Indebtedness; andPayoff Letter; (gf) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and (g) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative in writing and, in the case of Transaction Expenses payable to any professional services firm (including any legal or financial advisor), as set forth in a final invoice from such payee.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties parties hereto shall consummate the following transactions at (the Closing“Closing Transactions”) on the Closing Date: (a) the Company and the Merger Sub shall cause the Articles of Merger to be executed, acknowledged and filed with the Massachusetts Secretary of the Commonwealth; (b) in accordance with Section 1.031.02, the Parent shall deliver the Stock Consideration as directed by the Representative by issuance of Parent Common Stock registered in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration by wire transfer of immediately available funds to the Securityholders as directed by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount); (c) in accordance with Section 1.04, the Parent Purchaser shall deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated PF Corp an amount in writing by the Representative; (d) in accordance with Section 1.10, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock cash equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (f) the Parent shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness, Preferred Stock Consideration by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; andUltimate Parent; (gb) in accordance with Section 1.02, the Purchaser shall deliver to Celdis an amount in cash equal to the Closing Cash Consideration by wire transfer of immediately available funds to the account(s) designated by the Ultimate Parent; (c) the Parent Sellers shall deliver to the Purchaser the stock certificates representing the Shares, accompanied by duly executed stock powers; (d) the Purchaser, the Company and the Company Sellers shall make such other deliveries as are required by Article VII III hereof; (e) simultaneously with the Closing, the Purchaser shall pay, or cause to be paid, on behalf of the Sellers and the Company (as applicable), all amounts necessary to discharge fully the then outstanding balance of all Indebtedness of the Company and its Subsidiary (other than Indebtedness of the Company or its Subsidiary referenced in clause (vii) of the definition of Indebtedness to the extent released as of the Closing), by wire transfer of immediately available funds in accordance with the Payoff Letters; (f) simultaneously with the Closing, the Purchaser shall pay, or cause to be paid, on behalf of the Sellers and the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Sellers; and (g) the Company shall execute and deliver to the Purchaser a certificate in the form attached hereto as Exhibit A, certifying that the shares of Company Common Stock and Company Preferred Stock are not United States real property interests within the meaning of Section 897(c) of the Code, as applicable.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Company and the Merger Sub shall cause the Articles Certificate of Merger to be executed, acknowledged and filed with the Massachusetts Secretary of State of the CommonwealthState of Delaware; (b) in accordance with Section 1.04, (x) the Parent shall deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement, less the Direct Payment Amount, to the Representative, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative and (y) the applicable portion of the Direct Payment Amount directly to the applicable holders of Company Common Stock; (c) in accordance with Section 1.03, the Parent shall deliver deliver, or cause to be delivered, the Stock Closing Option Consideration as directed by the Representative by issuance of Parent Common Stock registered set forth in the names Estimated Closing Statement to the Company, for the benefit of the Securityholders entitled thereto (exclusive holders of the Adjustment Share Reserve) and payment of the Cash Consideration Options by wire transfer of immediately available funds to the Securityholders as directed account designated in writing by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount)Company; (cd) in accordance with Section 1.041.05, the Parent shall deliver deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative; (d) in accordance with Section 1.10, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (f) the Parent shall repaydeliver, or cause to be repaiddelivered, on behalf of the Company, all amounts necessary to discharge fully Escrow Amount into the then outstanding balance of all Indebtedness, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; andEscrow Account in accordance with Section 1.11; (gf) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and (g) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties parties hereto shall consummate the following transactions at on the ClosingClosing Date or such later date as set forth in Exhibit B: (a) the Company and the Merger Sub shall cause a duly executed copy of the Articles Certificate of Merger to be executed, acknowledged and filed with the Massachusetts Secretary of State of the CommonwealthState of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger; (b) Parent shall deliver or cause to be delivered to the Exchange Agent (i) an amount of cash equal to the Closing Cash Consideration, if any, and (ii) the Closing Parent Stock Consideration, for distribution by the Exchange Agent to the holders of shares of Company Stock of the amounts issuable and payable in accordance with clause (i) of Section 1.03, the Parent shall deliver the Stock Consideration as directed by the Representative by issuance of Parent Common Stock registered in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration by wire transfer of immediately available funds to the Securityholders as directed by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount2.5(a); (c) in accordance with Section 1.04, the Parent shall deliver to the Representative the Representative Amount, Expense Amount by wire transfer of immediately available funds to the account(s) designated in writing by the Stockholder Representative; (d) in accordance with Section 1.10, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (f) the Parent shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then then-outstanding balance of all Indebtedness, Indebtedness set forth on Section 2.7(d) of the Company Disclosure Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (e) Parent shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; (f) Parent shall pay, on behalf of the Company, all Balance Sheet Liabilities of the Company as of the Closing Date to each Person who is owed a portion thereof; and (g) the Parent Parent, Merger Sub and the Company (on behalf of itself and the Indemnifying Securityholders) shall make such other deliveries as are required by Article VII hereofVI.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Company and the Merger Sub shall cause the Articles Certificate of Merger to be executed, acknowledged and filed with the Massachusetts Secretary of State of the CommonwealthState of Delaware; (b) in accordance with Section 1.032.4, Parent shall deliver, or cause to be delivered, the Parent shall deliver the Stock Consideration Closing Paying Agent Amount as directed by the Representative by issuance of Parent Common Stock registered set forth in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration by wire transfer of immediately available funds Estimated Closing Statement to the Securityholders as directed by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount); (c) in accordance with Section 1.04, the Parent shall deliver to the Representative the Representative AmountPaying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the RepresentativePaying Agent; (c) in accordance with Section 2.3, Parent shall deliver, or cause to be delivered, the aggregate Per Option Closing Merger Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company; (d) in accordance with Section 1.102.5, Parent shall deliver, or cause to be delivered, to the Representative, the Parent shall issue Representative Amount, by wire transfer of immediately available funds to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share ReserveRepresentative; (e) in accordance with Section 1.102.12, the Parent shall deposit deliver, or cause to be delivered, to the Adjustment Escrow Amount into Agent the Adjustment Escrow Amount, by wire transfer of immediately available funds to the Escrow Account; (f) the Parent shall repay, or cause to be repaidrepaid all amounts, or take such other action, on behalf of the CompanyVH Companies, all amounts necessary to discharge fully the then outstanding balance of all IndebtednessCompany Indebtedness and such other outstanding obligations of the VH Companies under the Credit Facilities, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; andCompany Indebtedness and such other outstanding obligations or take such other permitted action pursuant to the applicable Payoff Letter; (g) the Company shall deliver to Parent (i) dated not earlier than 10 days prior to the Closing Date, a statement in accordance with Treasury Regulations sections 1.1445-2(c)(3) and 1.897-2(h) certifying that the Company is not, and has not been, a “United States real property holding corporation” for purposes of sections 897 and 1445 of the Code and (ii) the notification to the IRS described in Treasury Regulations section 1.897-2(h)(2) regarding delivery of the statement referred to in the preceding clause (i), signed by a responsible corporate officer of the Company; (h) Parent, Merger Sub and the Company shall make such other deliveries as are required by Article VII hereof; and (i) Parent shall pay, or cause to be paid, on behalf of the Company, the Company Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at or prior to the Closing: (a) a. the Parent shall cause Buyer to deliver to the Paying Agent a cash amount by wire transfer of immediately available funds into an account designated by the Representative equal to the Closing Payment Amount payable to the Company and Shareholders at the Merger Sub Closing for distribution to such Company Shareholders in accordance with Section 1.02(a) (provided that any Option Loans shall cause be automatically repaid to the Articles of Merger to be executed, acknowledged and filed with Company at the Massachusetts Secretary Closing out of the Commonwealthportion of the Closing Payment Amount otherwise payable to the applicable Sellers); (b) b. in accordance with Section 1.03, the Parent shall deliver cause Buyer to advance the Stock Closing Option Consideration as directed by the Representative by issuance of Parent Common Stock registered set forth in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration Estimated Closing Statement by wire transfer of immediately available funds to the Securityholders as directed account designated in writing by the Representative (exclusive of the Representative Amount Company, and the Adjustment Escrow Amount); (c) Company shall use such funds to pay the Closing Option Consideration in accordance with Section 1.041.03(a); c. the Parent shall cause Buyer to deposit the Escrow Amount into the Escrow Account in accordance with the Escrow Agreement; d. in accordance with Section 11.01(e), the Parent shall deliver cause the Buyer to deposit the Expense Fund to an account designated by the Representative; e. the Parent shall cause Buyer to advance amounts as one or more loans to the Representative applicable Group Company and, at their direction and on their behalf, use such funds to repay, or cause to be repaid, on behalf of the Representative AmountGroup Companies, the Payoff Amount by wire transfer of immediately available funds to the account(s) designated in writing by the RepresentativePayoff Letter; (d) in accordance with Section 1.10, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (f) the Parent shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; and (g) f. the Parent and the Company shall make such other deliveries as are required by Article VII VIII hereof; g. the Parent shall cause Buyer to advance amounts as one or more loans to the applicable Group Company and, at their direction and on their behalf, use such funds to pay, or cause to be paid, on behalf of the Company, the Company Transaction Expenses by wire transfer of immediately available funds as directed by the Company, as such amounts are set forth in the pay-off, termination and discharge letters delivered to the Parent by the Company setting forth the Company Transaction Expenses at least three (3) Business Days prior to the Closing Date, which letters shall be in form and substance reasonably satisfactory to the Parent; and h. the Parent shall cause Buyer to pay, on behalf of the applicable Sellers, the Sellers Transaction Expenses by wire transfer of immediately available funds as directed by the Company, as such amounts are set forth in the pay-off, termination and discharge letters delivered to the Parent by the Company setting forth the Sellers Transaction Expenses at least three (3) Business Days prior to the Closing Date, which letters shall be in form and substance reasonably satisfactory to the Parent (it being understood that the amounts paid on behalf of the applicable Sellers pursuant to this Section 2.02(h) constitute additional consideration for such Sellers’ Common Shares).

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Company and the Merger Sub shall cause the Articles Certificate of Merger to be executed, acknowledged and filed with the Massachusetts Secretary of State of the CommonwealthState of Delaware; (b) in accordance with Section 1.04, the Parent shall (i) deliver, or cause to be delivered, the Closing Payment Amount to the Exchange Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Exchange Agent and (ii) instruct Parent’s transfer agent to deposit with the Exchange Agent, as promptly as practicable, the number of shares of Parent Common Stock equal to the Stockholder Percentage of the Stock Election Total Share Amount; (c) in accordance with Section 1.03, the Parent shall deliver (i) deliver, or cause to be delivered, to the Stock Consideration as directed by Company (A) the Representative by issuance of Parent Common Stock registered in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the aggregate Closing Option Cash Consideration plus (B) the aggregate Unaccredited Investor Stock Election Consideration payable to holders of In-the-Money Stock Options that are Unaccredited Investors in accordance with Section 1.11, by wire transfer of immediately available funds to the Securityholders as directed account designated in writing by the Representative Company and (exclusive ii) direct Parent’s transfer agent to issue, as promptly as practicable, the number of shares of Parent Common Stock equal to the Optionholder Percentage of the Representative Stock Election Total Share Amount and in accordance with Section 1.11 to holders of In-the-Money Options through book-entry transfer of such shares to those participant accounts at The Depository Trust Company as designated in writing by the Adjustment Escrow Amount)Company to Parent prior to the Closing Date; (cd) in accordance with Section 1.041.05, the Parent shall deliver deliver, or cause to be delivered, to the Securityholder Representative the Securityholder Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Securityholder Representative; (d) in accordance with Section 1.10, the Parent shall issue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve; (e) in accordance with Section 1.10, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account; (f) the Parent shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; and (g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof.; and