The First Closing. (a) The First Closing shall take place at the executive offices of Industries in Nashville, Tennessee or at such other place, and at such time, as the Ingram Companies may agree following satisfaction or waiver o▇ ▇▇▇ conditions set forth in Article 5A. The date and time of such closing are referred to herein as the "First Closing Date". The First Closing shall take place in two phases as specified below. (b) In the first phase, the following actions shall take place simultaneously: (i) the Thrift Plan, pursuant to the written instructions of the Investment Manager, shall deliver to Industries (x) certificates representing the Exchange Securities of the Thrift Plan, duly endorsed in blank or accompanied by a duly executed stock power and (y) executed counterpart signature pages to each Related Agreement; and (ii) Industries shall deliver to the Thrift Plan certificates representing the number of shares of Micro Common Stock, rounded up to the nearest whole share, which the Thrift Plan is entitled to receive as set forth opposite the name of the Thrift Plan on Annex I thereto. (c) Immediately following the first phase, the following actions shall take place simultaneously in the second phase: (i) The Exchange Securities to be exchanged pursuant to Section 2.2(c)(ii) and the other related documents tendered pursuant to Section 2.7 shall be released from escrow to Industries; (ii) Industries shall deliver to each Holder (other than the Thrift Plan), certificates representing the number of shares of Micro Common Stock which such Holder is entitled to receive as set forth opposite the name of such Holder on Annex I, rounded up to the nearest whole share, plus with respect to each Holder that is a member of the Family Group, the number of shares of Micro Common Stock, rounded up to the nearest whole share, represented by the product of (A) such Holder's Fraction and (B) the product of 1.3729 and the Unexchanged Shares; and (iii) Industries shall deliver to Micro for cancellation all of the shares of Micro Common Stock that have not been delivered to the Thrift Plan pursuant to Section 2.2(b) or to the Holders pursuant to Section 2.2(c). (d) If pursuant to Section 2.7 any Holder (other than a Holder that is a member of the Entertainment Group) has delivered to Industries certificates representing a greater number of shares of Industries Common Stock than the number of Exchange Securities of such Holder, at the First Closing, Industries shall deliver to such Holder a new certificate representing the number of shares (if any) of the class of Industries Common Stock, rounded up to the nearest whole share, to be retained by such Holder immediately following the Exchange.
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The First Closing. (a) The First Closing shall take place at the executive offices of Industries in Nashville, Tennessee or at such other place, and at such time, as the Ingram Companies may Compa▇▇▇▇ ▇ay agree following satisfaction or waiver o▇ ▇▇▇ of the conditions set forth in Article 5A. The date and time of such closing are referred to herein as the "First Closing Date". The First Closing shall take place in two phases as specified below.
(b) In the first phase, the following actions shall take place simultaneously:
(i) the Thrift Plan, pursuant to the written instructions of the Investment Manager, shall deliver to Industries (x) certificates representing the Exchange Securities of the Thrift Plan, duly endorsed in blank or accompanied by a duly executed stock power and (y) executed counterpart signature pages to each Related Agreement; and
(ii) Industries shall deliver to the Thrift Plan certificates representing the number of shares of Micro Common Stock, rounded up to the nearest whole share, which the Thrift Plan is entitled to receive as set forth opposite the name of the Thrift Plan on Annex I thereto.
(c) Immediately following the first phase, the following actions shall take place simultaneously in the second phase:
(i) The Exchange Securities to be exchanged pursuant to Section 2.2(c)(ii) and the other related documents tendered pursuant to Section 2.7 shall be released from escrow to Industries;
(ii) Industries shall deliver to each Holder (other than the Thrift Plan), certificates representing the number of shares of Micro Common Stock which such Holder is entitled to receive as set forth opposite the name of such Holder on Annex I, rounded up to the nearest whole share, plus with respect to each Holder that is a member of the Family Group, the number of shares of Micro Common Stock, rounded up to the nearest whole share, represented by the product of (A) such Holder's Fraction and (B) the product of 1.3729 and the Unexchanged Shares; and
(iii) Industries shall deliver to Micro for cancellation all of the shares of Micro Common Stock that have not been delivered to the Thrift Plan pursuant to Section 2.2(b) or to the Holders pursuant to Section 2.2(c).
(d) If pursuant to Section 2.7 any Holder (other than a Holder that is a member of the Entertainment Group) has delivered to Industries certificates representing a greater number of shares of Industries Common Stock than the number of Exchange Securities of such Holder, at the First Closing, Industries shall deliver to such Holder a new certificate representing the number of shares (if any) of the class of Industries Common Stock, rounded up to the nearest whole share, to be retained by such Holder immediately following the Exchange.
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