THE
PURCHASER'S NOTICE, THE PROVISIONS OF ARTICLE 6 AND THE PURCHASE PRICE ESCROW
AGREEMENT SHALL APPLY.
2.4.
Tax Adjustment. The Interim Purchase Price shall also be increased
after the Closing Date by the amount necessary to cause Seller's after-Tax net
proceeds from the sale of Stock hereunder with the §338(h)(10) Election or any
other election under Code §338 (collectively, the "§338 Elections") in effect to
be equal to the after-Tax net proceeds that Seller would have received had the
§338 Elections not been made, taking into account all appropriate state,
federal, local and foreign Tax implications (the "Tax Adjustment"). Seller shall
provide Purchaser with a schedule computing the amount of the Tax Adjustment
within 20 days after the Allocation Schedule (required under Section 7.6 hereof)
is completed. The amount of each Seller's pro-rata portion of the Tax Adjustment
shall be paid to each Seller at the time each Seller signs Form 8023 to make the
federal §338(h)(10) Election, or promptly and timely upon any other §338
Election being made.
2.5
Closing and Closing Deliveries.
(A)
CLOSING AND CLOSING DATE. THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (THE "CLOSING") SHALL BE HELD ON MAY 2, 2006 AT
THE OFFICES OF BURNS & LEVINSON LLP, 125 SUMMER STREET, 8TH FLOOR, BOSTON,
MASSACHUSETTS 02110.
(B)
CLOSING DELIVERIES BY THE SELLER. AT THE CLOSING, EACH SELLER
SHALL EXECUTE, WHERE NECESSARY OR APPROPRIATE, AND DELIVER TO THE PURCHASER EACH
AND ALL OF THE FOLLOWING:
(I)
THE CERTIFICATES EVIDENCING THE STOCK DULY ENDORSED BY EACH
SELLER IN BLANK OR ACCOMPANIED BY STOCK POWERS DULY EXECUTED BY EACH SELLER.
WITH RESPECT TO THE SUBSIDIARY THE SAME AND/OR SUCH OTHER DOCUMENTS AS MAY BE
REQUIRED UNDER SWISS LAW TO COMPLETE THE TRANSFER OF CONTROL OR OWNERSHIP, AS
APPLICABLE;
8
(II)
THE CORPORATE MINUTE BOOKS, THE CORPORATE SEALS, AND STOCK BOOKS
FOR THE COMPANY AND SUBSIDIARY;
(III)
A DULY EXECUTED WRITTEN OPINION LETTER BY COUNSEL FOR THE SELLER,
DATED AS OF THE CLOSING DATE, ADDRESSED TO THE PURCHASER;
(IV)
DULY EXECUTED RESIGNATIONS OF (A) THE OFFICERS OF THE COMPANY AND
THE SUBSIDIARY WHO ARE DESIGNATED BY THE PURCHASER, AND (B) THE DIRECTORS OF THE
COMPANY AND THE SUBSIDIARY WHO ARE THE SELLER, OR WHO OTHERWISE ARE DESIGNATED
BY THE PURCHASER, ALL EFFECTIVE AS OF THE CLOSING DATE;
(V)
CERTIFICATES OF GOOD STANDING FOR THE COMPANY, SUBSIDIARY AND
AFFILIATE ISSUED BY THE SECRETARY OF STATE (OR THE EQUIVALENT OFFICE) OF THEIR
RESPECTIVE PLACES OF INCORPORATION OR ORGANIZATION;
(VI)
THE NON-FOREIGN PERSON AFFIDAVIT REQUIRED BY SECTION 1445 OF THE
CODE;
(VII)
NON-DISCLOSURE AND NON-COMPETITION AGREEMENTS FOR EDWARD D. RILEY
AND RUSSELL P. HOLMES;
(VIII)
CONFIDENTIALITY AND NON-COMPETE AGREEMENTS FOR MARTIN MOORE,
HAROLD ENGBERG, JR., RICHARD CAMPBELL, PIERRE LOUIS-BEAUD AND CHRIS MELINO; WITH
EXECUTED AGREEMENT FROM MR. BEAUD.
(IX)
RETENTION BONUS AGREEMENTS FOR MARTIN MOORE, HAROLD ENGBERG, JR.,
RICHARD CAMPBELL, CHRIS MELINO AND PIERRE LOUIS-BEAUD; WITH EXECUTED EMPLOYMENT
AGREEMENT FROM MR. BEAUD.
(X)
THE PURCHASE PRICE ESCROW AGREEMENT EXECUTED BY EACH SELLER;
(XI)
A STATEMENT EXECUTED BY THE COMPANY