and the Stockholders'
Representative, the following:
(A)
A WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS BY HARBOR TO THE STOCKHOLDERS IN AN AGGREGATE AMOUNT EQUAL TO THE PORTION
OF THE CASH PURCHASE PRICE PAYABLE AT THE CLOSING (ALLOCATED AMONG THE
STOCKHOLDERS AND THE WARRANT HOLDERS AS SET FORTH ON SCHEDULE A-2 ATTACHED
HERETO);
(B)
A WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS BY HARBOR TO THE ESCROW AGENT ON BEHALF OF THE STOCKHOLDERS IN RESPECT OF
THEIR ESCROW OBLIGATIONS PURSUANT TO SECTION 1.10 EQUAL TO THE ESCROW AMOUNT;
(C)
A WIRE TRANSFER OR TRANSFERS OF IMMEDIATELY
AVAILABLE FUNDS BY HARBOR OR THE COMPANY FOR ALL OF THE SELLING EXPENSES TO THE
EXTENT NOT PAID PRIOR TO THE CLOSING DATE;
(D)
STOCK CERTIFICATES EVIDENCING THE HARBOR
COMMON STOCK ISSUED TO THE ROLLOVER STOCKHOLDERS IN EXCHANGE FOR THE ROLLOVER
SHARES;
(E)
THE REGISTRATION RIGHTS AGREEMENT EXECUTED
BY HARBOR;
45
(F)
THE ESCROW AGREEMENT EXECUTED BY HARBOR
AND THE ESCROW AGENT;
(G)
CERTIFICATES ISSUED BY THE SECRETARY OF
STATE OF THE STATE OF DELAWARE CERTIFYING THAT (I) HARBOR HAS LEGAL EXISTENCE
AND IS IN GOOD STANDING, AND (II) THE COPY OF THE HARBOR CHARTER ATTACHED
THERETO IS TRUE AND CORRECT;
(H)
A CERTIFICATE EXECUTED BY THE SECRETARY OF
HARBOR CERTIFYING (I) THE NAMES OF THE OFFICERS OF HARBOR AUTHORIZED TO SIGN
THIS AGREEMENT AND THE OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXECUTED BY
HARBOR PURSUANT HERETO, TOGETHER WITH THE TRUE SIGNATURES OF SUCH OFFICERS AND
(II) COPIES OF CONSENT ACTIONS TAKEN BY THE HARBOR BOARD AUTHORIZING THE
APPROPRIATE OFFICERS OF HARBOR TO EXECUTE AND DELIVER THIS AGREEMENT AND ALL
AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXECUTED BY HARBOR PURSUANT HERETO, AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING, WITHOUT
LIMITATION:
(A) THE APPROVAL OF THE PUT RIGHT; AND (B) UPON EXERCISE OF THE PUT
RIGHT, THE ISSUANCE OF HARBOR COMMON STOCK INTO WHICH THE RETAINED SHARES ARE
EXCHANGEABLE;
(I)
THE OPINION OF COUNSEL OF DAVIS, MALM &
D'AGOSTINE, P.C.; AND
(J)
SUCH OTHER SUPPORTING DOCUMENTS AND
CERTIFICATES AS ARE REQUIRED PURSUANT TO THE TERMS OF THIS AGREEMENT.
6.5
Deliveries by the Company and the Stockholders
to Harbor. At the Closing, the Company and the Stockholders, as the case may be,
shall have delivered, or shall have caused to be delivered, to Harbor, all in
form and substance reasonably satisfactory to Harbor, the following:
(A)
THE REGISTRATION RIGHTS AGREEMENT EXECUTED
BY THOSE STOCKHOLDERS WHO ARE EITHER (I) CONTINUING STOCKHOLDERS OR (II) ANY
RECIPIENT OF ONE PERCENT (1%) OR MORE OF THE COMPANY'S OUTSTANDING COMMON STOCK
PURSUANT TO THE MANAGEMENT EQUITY TRANSFERS, SHOULD THEY OCCUR, AND ANY OTHER
RECIPIENT OF SHARES OF COMMON STOCK OF ELMET PURSUANT TO THE MANAGEMENT EQUITY
TRANSFERS WHO IS AN AFFILIATE OF HARBOR IMMEDIATELY FOLLOWING THE CLOSING DATE;
(B)
THE ESCROW AGREEMENT EXECUTED BY THE
COMPANY, THE STOCKHOLDERS' REPRESENTATIVE AND THE ESCROW AGENT;
(C)
STOCK CERTIFICATES EVIDENCING THE COMPANY
SHARES (OTHER THAN THE RETAINED SHARES) AND CERTIFICATES, IF ANY, REPRESENTING
THE COMPANY WARRANTS, IN EACH CASE DULY ENDORSED OR PRESENTED WITH STOCK