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substitute with cash at the Closing, Buyer will deliver to Seller cash in immediately available funds in an amount calculated as follows:

(i) if the SBA Sale Price is greater than or equal to the SBA Reference Price, then each share of Parent Common Stock will be substituted with cash equal to the SBA Sale Price, less the per share normal and customary selling costs, if any, incurred by Parent (but only to the extent such deduction does not cause the effective SBA Sale Price to be less than the SBA Reference Price); or

(ii) if the SBA Sale Price is less than the SBA Reference Price, then each share of Parent Common Stock will be substituted with cash equal to the SBA Reference Price.

Section 2.3 The Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at 10:00 a.m., local time, at the offices of Paul, Hastings, Janofsky & Walker LLP, 75 East 55th Street, New York, New York 10022, on a date (the “ Closing Date ”) no earlier than the sixth (6th) Business Day, and no later than the tenth (10th) Business Day, following the satisfaction or waiver of all of the conditions to Closing set forth in Article VI hereof, but in no case sooner than thirty (30) days after the date of this Agreement and in no case later than the date set forth in Section 8.1(b)(i) hereof, or on such other day as shall be agreed by Seller and Buyer.

  • (a)

    At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

  • (i)

    stock certificates evidencing the Shares, in each case accompanied by stock powers duly executed in blank for transfer on

the books of Company, together with any applicable stock transfer stamps;

  • (ii)

    each of the certificates and other documents contemplated by Section 6.2;

  • (iii)

    a copy of the Certificate of Incorporation, certified by the State of New York as of a date as near as practicable to the

Closing Date;

(iv) a copy of the Bylaws, certified by the Secretary or Assistant Secretary of Company; a good standing certificate for Company, dated as of a date as near as practicable to the Closing Date, from the Department of State of the State of New York, to the effect that Company is a subsisting company;

  • (v)

    the original corporate minute, ledger and securities books and corporate seal of Company;

  • (vi)

    releases executed by each Person set forth in Section 2.3(a)(vi) of the Disclosure Schedules releasing Company, each

Company Subsidiary and any of their respective officers, directors or employees of any claims that may give rise to an indemnification claim against Company or any Company Subsidiary under the indemnification obligations referred to in Section 5.7 in this Agreement;

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