The closing of the transactions contemplated hereby (the “ Closing ”) shall take place within seven business days following the Effective Date (the date on which the Closing actually occurs being the “ Closing Date ”). At or immediately prior to the Closing, (a) the Selling Stockholder shall (i) cause the Shares to be transferred by its broker to the Buyer’s account with the Buyer’s broker identified by the Buyer to the Selling Stockholder in writing on the Effective Date and (ii) deliver or cause to be delivered to the Buyer a duly completed and executed original copy of Internal Revenue Service Form W-9 for the Selling Stockholder and (b) the Buyer shall deliver to the Selling Stockholder the Purchase Price by wire transfer of immediately available funds to an account specified by the Selling Stockholder in writing on the Effective Date.