This excerpt taken from the VRSN 10-K filed Mar 16, 2005.
CLOSING
16.1
This AGREEMENT shall be closed two (2) business days after the conditions precedent in Section 2.2.2 to 2.2.4, inclusive, have been fulfilled or at a date to which the
Parties have agreed in writing, and on which the CLOSING MEASURES shall take place (the “CLOSING DATE”). The Parties shall inform each other as soon as any and as soon as all of the conditions precedent have been fulfilled. The
CLOSING MEASURES shall take place at the offices of Latham & Watkins LLP, Reuterweg 20, 60323 Frankfurt am Main.
16.2
On the CLOSING DATE the PARTIES shall carry out the following measures (the “CLOSING MEASURES”) as far as the PURCHASER has not waived a measure listed in Section
16.2.1 to 16.2.4 entirely or in part.
The SELLERS and the SAMWER BROTHERS shall provide to the PURCHASER the written certificates described in Sections 2.2.5, 2.2.6 and 2.2.7 in the form as attached in APPENDIX
16.2.1;
16.2.2
The SELLERS shall hand over to the PURCHASER written resignations of the persons listed in APPENDIX 16.2.2 as members of the supervisory board;
16.2.3
The SELLERS shall hand over to the PURCHASER the protocol of the shareholder’s meeting (Hauptversammlung) of the COMPANY and the declaration of the management
board of the COMPANY by which the sale and assignment of the SHARES to the PURCHASER has been approved;
16.2.4
The SELLERS shall hand over to the PURCHASER the INVESTMENT REPRESENTATION LETTERS as described in Section 2.2.8.
16.3
The PARTIES shall sign a protocol as set out in APPENDIX 16.3 confirming that the CLOSING MEASURES and the conditions precedent in Section 2.2.2 to 2.2.13 have been
duly carried out or have been waived.
16.4
As soon as the protocol as set out in APPENDIX 16.3 has been duly signed, PURCHASER shall pay and deliver to the SELLERS the PURCHASE PRICE in accordance with Section
3.2. and the PURCHASER and the SELLERS shall sign a protocol as set out in APPENDIX 16.4 confirming that the condition precedent in Section 2.2.1 has been duly carried out.
