(III) AND (IV) THE "CLOSING PAYMENT"). THE CLOSING PURCHASE PRICE
SHALL BE SUBJECT TO A POST-CLOSING ADJUSTMENT CALCULATED PURSUANT TO SECTION 2.5
HEREOF (THE CLOSING PURCHASE PRICE, AS SO ADJUSTED, THE "PURCHASE PRICE").
(B)
TO THE EXTENT THAT BUYER OR ANY AGENT OF BUYER IS REQUIRED BY LAW
TO DEDUCT AND WITHHOLD TAX FROM THE CONSIDERATION OTHERWISE PAYABLE PURSUANT TO
THIS AGREEMENT, BUYER SHALL BE ENTITLED TO DEDUCT AND WITHHOLD SUCH TAX, AND THE
AMOUNT OF SUCH WITHHELD TAX SHALL BE TREATED FOR ALL PURPOSES OF THIS AGREEMENT
AS HAVING BEEN PAID TO THE PERSON IN RESPECT OF WHICH SUCH TAX WITHHOLDING WAS
MADE BY BUYER.
2.3.
CLOSING.
(A)
THE PURCHASE AND SALE OF THE SHARES (THE "CLOSING") PROVIDED FOR
IN THIS AGREEMENT WILL TAKE PLACE AT THE OFFICES OF SELLER AT 10:00 A.M. (LOCAL
TIME) ON THE LATER OF (I) 10 (TEN) BUSINESS DAYS FOLLOWING THE SATISFACTION OR
WAIVER BY THE PARTY ENTITLED TO WAIVE THE CONDITION OF ALL CONDITIONS TO THE
CLOSING SET FORTH IN SECTION 2.4 HEREOF (OTHER THAN THOSE CONDITIONS THAT BY
THEIR NATURE ARE TO BE SATISFIED AT THE CLOSING, BUT SUBJECT TO THE SATISFACTION
OR WAIVER OF SUCH CONDITIONS), OR (II) AT SUCH OTHER TIME AND PLACE AS THE
PARTIES MAY AGREE IN WRITING (THE "CLOSING DATE").
(B)
IMMEDIATELY PRIOR TO THE CLOSING, THE SELLER SHALL DELIVER A
SCHEDULE (THE "CLOSING DATE SCHEDULE") TO THE BUYER SETTING FORTH ALL OF THE
COMPONENTS OF THE PURCHASE PRICE AND SPECIFYING THE MANNER (INCLUDING WIRE
INSTRUCTIONS) PURSUANT TO WHICH ALL SUCH PAYMENTS SHALL BE MADE.
THE CLOSING
DATE SCHEDULE IS SET FORTH IN SECTION 2.3 OF THE DISCLOSURE SCHEDULE.
14
2.4.
CLOSING OBLIGATIONS.
AT THE CLOSING:
(A)
SELLER SHALL EXECUTE, ACKNOWLEDGE (IF APPROPRIATE) AND DELIVER OR
CAUSE TO BE DELIVERED TO BUYER OF:
(I)
A CERTIFICATE OR CERTIFICATES REPRESENTING THE SHARES, DULY
ENDORSED (OR ACCOMPANIED BY DULY EXECUTED STOCK POWERS) IN BLANK FOR TRANSFER TO
BUYER;
(II)
[***];
(III)
A COPY OF THE LICENSE AGREEMENT BETWEEN SELLER AND GISH, DATED
JUNE 29, 2007, IN THE FORM OF EXHIBIT 2.4(A) TO THIS AGREEMENT; AND
(IV)
TO BUYER AND ESCROW AGENT AN EXECUTED COPY OF THE ESCROW
AGREEMENT.
(B)
BUYER WILL DELIVER OR CAUSE TO BE DELIVERED:
(I)
TO SELLER THE CLOSING PAYMENT BY WIRE TRANSFER TO THE RESPECTIVE
ACCOUNT REFERRED TO IN EXHIBIT 2.4(B);
(II)
TO ESCROW AGENT THE ESCROW FUND AMOUNT BY WIRE TRANSFER TO THE
RESPECTIVE ACCOUNT REFERRED TO IN EXHIBIT 2.4(B); AND
(III)
TO SELLER AND ESCROW AGENT AN EXECUTED COPY OF THE ESCROW
AGREEMENT.
2.5.
PURCHASE PRICE ADJUSTMENT.
(A)
AS PROMPTLY AS PRACTICABLE FOLLOWING THE CLOSING DATE, BUT IN NO
EVENT MORE THAN 20 (TWENTY) DAYS FOLLOWING THE CLOSING DATE, SELLER SHALL
PREPARE AND DELIVER TO BUYER A CLOSING STATEMENT IN THE FORM OF A BALANCE SHEET
FOR GISH AS AT THE CLOSING DATE, CERTIFIED BY ITS CHIEF EXECUTIVE OFFICER (THE
"DRAFT POST-CLOSING STATEMENT"), SETTING FORTH SELLER'S FINAL CALCULATION OF THE
PURCHASE PRICE ADJUSTMENT.
(B)
IF BUYER HAS ANY OBJECTIONS TO THE DRAFT