CEASE TO EXIST, AND EACH
SHAREHOLDER SHALL CEASE TO HAVE ANY RIGHTS WITH RESPECT THERETO, EXCEPT THE
RIGHT TO RECEIVE THE PER SHARE MERGER CONSIDERATION PAYABLE WITH RESPECT THERETO
IN ACCORDANCE WITH THIS AGREEMENT (WHICH SHALL INCLUDE THE RIGHT TO RECEIVE A
PRO RATA SHARE OF AMOUNTS TO BE RELEASED TO THE SHAREHOLDERS PURSUANT TO THE
SPECIAL ESCROW AGREEMENT AND THE REGULAR ESCROW AGREEMENT), PROVIDED, THAT THE
FOREGOING SHALL NOT LIMIT ANY RIGHTS OF THE SHAREHOLDERS TO RECEIVE ANY OTHER
PAYMENTS REQUIRED TO BE MADE TO THE SHAREHOLDERS UNDER THIS AGREEMENT.
EXHIBIT L SETS FORTH, WITH RESPECT TO EACH OF THE SHAREHOLDERS:
(I) THE PORTION
OF THE CLOSING PAYMENT PAYABLE TO SUCH SHAREHOLDER; AND (II) SUCH SHAREHOLDER'S
PERCENTAGE INTEREST IN THE SECTION 12.2 CONSIDERATION, ANY RELEASE OF THE
AGGREGATE ESCROW AMOUNT TO THE SHAREHOLDERS AND ANY OTHER AMOUNTS PAID TO THE
SHAREHOLDERS PRO RATA IN ACCORDANCE WITH THEIR RELATIVE SHARE OWNERSHIP OF THE
CORPORATION IMMEDIATELY PRIOR TO THE MERGER.
THE PARTIES ACKNOWLEDGE THAT THE
PORTION OF THE PER SHARE MERGER CONSIDERATION ASSOCIATED WITH THE CLOSING
PAYMENT SHALL BE DELIVERED AND RECEIVED BY THE SHAREHOLDERS AT THE CLOSING.
(C)
EACH SHARE OF COMMON STOCK OF THE MERGER SUB OUTSTANDING
IMMEDIATELY PRIOR TO THE EFFECTIVE TIME SHALL CONTINUE TO BE OUTSTANDING AND
SHALL BE A SHARE OF THE COMMON STOCK OF THE SURVIVING CORPORATION.
ARTICLE 3
CLOSING AND CLOSING DATE; EFFECTIVE TIME
3.1
Closing Date; Effective Time.
(A)
THE CLOSING HEREUNDER SHALL TAKE PLACE AT THE OFFICES OF BALLARD
SPAHR LLP, 51ST FLOOR, 1735 MARKET STREET, PHILADELPHIA, PENNSYLVANIA ON
SEPTEMBER 30, 2009, AT 2:00
14
P.M. (LOCAL TIME), OR AT SUCH OTHER DATE, TIME AND PLACE AS SHALL BE MUTUALLY
AGREED UPON IN WRITING BY THE PURCHASER AND THE SHAREHOLDERS.
(B)
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, ON THE CLOSING DATE,
THE APPLICABLE PARTIES SHALL FILE, OR CAUSE TO BE FILED, WITH THE:
(I) SECRETARY OF STATE OF THE STATE OF DELAWARE A CERTIFICATE OF MERGER (THE
"CERTIFICATE OF MERGER") WITH RESPECT TO THE MERGER, DULY EXECUTED AND COMPLETED
IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE DGCL, AND SHALL MAKE, OR
CAUSE TO BE MADE, ALL OTHER FILINGS OR RECORDINGS REQUIRED UNDER THE DGCL TO
EFFECT THE MERGER; AND (II) PENNSYLVANIA DEPARTMENT OF STATE THE ARTICLES OF
MERGER (THE "ARTICLES OF MERGER" AND, TOGETHER WITH THE CERTIFICATE OF MERGER,
THE "MERGER FILINGS") WITH RESPECT TO THE MERGER, DULY EXECUTED AND COMPLETED IN
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE PBCL, AND SHALL MAKE, OR CAUSE
TO BE MADE, ALL OTHER FILINGS, INCLUDING THE APPROPRIATE DOCKETING STATEMENT
WITH RESPECT TO THE ARTICLES OF MERGER, REQUIRED UNDER THE PBCL TO EFFECT THE
MERGER.
THE MERGER SHALL BECOME EFFECTIVE UPON THE FILING OF THE MERGER FILINGS
WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE AND THE PENNSYLVANIA
DEPARTMENT OF STATE, AS APPLICABLE (THE "EFFECTIVE TIME").
3.2
Purchaser's Deliveries.
At the Closing, the Purchaser shall
execute and deliver to the Shareholders, or cause to be executed and delivered
to the Shareholders,