Common use of Actions and Deliveries at Closing Clause in Contracts

Actions and Deliveries at Closing. A certificate of merger in the form attached hereto as Exhibit C (the “Certificate of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of Delaware (the “Secretary of State”) in accordance with the DGCL on the Closing Date. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State, or at such other time as is permissible in accordance with the DGCL and as FPM and FPI shall agree should be specified in the Certificate of Merger. In addition, at the Closing: 2.3.1 FPI will deliver to FPM: (a) An officers’ certificate, substantially in the form of Exhibit D, duly executed on FPI’s behalf, as to whether each condition specified in Sections 7.2.1 through 7.2.7, has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit E, duly executed on FPI’s behalf. 2.3.2 FPM will deliver to FPI: (a) An officers’ certificate, substantially in the form of Exhibit F, duly executed on FPM and MergerCo’s behalf, as to whether each condition specified in Sections 7.3.1 through 7.3.6 and 7.3.9 has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit G, duly executed on each of FPM’s and MergerCo’s behalf.

Actions and Deliveries at Closing. A certificate The articles of merger in the form attached hereto as Exhibit C B (the “Certificate Articles of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of Delaware Nevada (the “Secretary of State”) in accordance with the DGCL NRS on the Closing Date. The Merger shall become effective upon the filing of the Certificate Articles of Merger with the Secretary of State, or at such other time as is permissible in accordance with the DGCL NRS and as FPM PHI and FPI SGT shall agree should be specified in the Certificate Articles of Merger. In addition, at the Closing: 2.3.1 FPI SGT will deliver to FPMPHI: (a) An officers’ officer’s certificate, substantially in the form of Exhibit C, duly executed on SGT’s behalf, as to whether each condition specified in Sections 7.2.1 through 7.2.9 hereof, has been satisfied in all respects. (b) A secretary’s certificate, substantially in the form of Exhibit D, duly executed on FPISGT’s behalf, as to whether each condition specified in Sections 7.2.1 through 7.2.7, has been satisfied in all respects. 2.3.2 PHI will deliver to SGT: (ba) A SecretaryAn officer’s certificate, substantially in the form of Exhibit E, duly executed on FPI’s behalf. 2.3.2 FPM will deliver to FPI: (a) An officers’ certificate, substantially in the form of Exhibit F, duly executed on FPM and MergerCoPHI’s behalf, as to whether each condition specified in Sections 7.3.1 through 7.3.6 and 7.3.9 hereof has been satisfied in all respects. (b) A Secretarysecretary’s certificate, substantially in the form of Exhibit GF, duly executed on each of FPM’s and MergerCoPHI’s behalf.

Actions and Deliveries at Closing. A certificate An agreement of merger in the form attached hereto as Exhibit C A (the “Certificate Agreement of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of Delaware California (the “Secretary of State”) in accordance with the DGCL CGCL on the Closing Date. The Merger shall become effective upon the filing of the Certificate Agreement of Merger with the Secretary of State, or at such other time as is permissible in accordance with the DGCL CGCL and as FPM CLG and FPI Phototron shall agree should be specified in the Certificate Agreement of Merger. In addition, at the Closing: 2.3.1 FPI Phototron will deliver to FPMCLG: (a) An officers’ certificate, substantially in the form of Exhibit B, duly executed on Phototron’s behalf, as to whether each condition specified in Sections 7.2.1 through 7.2.11, has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit C, duly executed on Phototron’s behalf. 2.3.2 CLG will deliver to Phototron: (a) An officers’ certificate, substantially in the form of Exhibit D, duly executed on FPICLG’s behalf, as to whether each condition specified in Sections 7.2.1 7.3.1 through 7.2.7, 7.3.7 has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit E, duly executed on FPICLG’s behalf. 2.3.2 FPM will deliver to FPI: (a) An officers’ certificate, substantially in the form of Exhibit F, duly executed on FPM and MergerCo’s behalf, as to whether each condition specified in Sections 7.3.1 through 7.3.6 and 7.3.9 has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit G, duly executed on each of FPM’s and MergerCo’s behalf.

Actions and Deliveries at Closing. A certificate An agreement of merger in the form attached hereto as Exhibit C (the “Certificate of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of Delaware (the “Secretary of State”) in accordance with the DGCL on the Closing Date. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State, or at such other time as is permissible in accordance with the DGCL and as FPM Trist and FPI Z&Z shall agree should be specified in the Certificate of Merger. In addition, at the Closing:, 2.3.1 FPI Z&Z will deliver to FPMTrist: (a) An officers’ certificate, substantially in the form of Exhibit D, duly executed on FPIZ&Z’s behalf, as to whether each condition specified in Sections 7.2.1 through 7.2.7, has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit E, duly executed on FPIZ&Z’s behalf. (c) A legal opinion of counsel to Z&Z, substantially in the form of Exhibit F hereto. 2.3.2 FPM Trist will deliver to FPIZ&Z: (a) An officers’ certificate, substantially in the form of Exhibit FG, duly executed on FPM Trist and MergerCo’s behalf, as to whether each condition specified in Sections 7.3.1 through 7.3.6 and 7.3.9 has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit GH, duly executed on each of FPMTrist’s and MergerCo’s behalf.

Actions and Deliveries at Closing. A certificate An agreement of merger in the form attached hereto as Exhibit C A (the “Certificate of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of Delaware Nevada (the “Secretary of State”) in accordance with the DGCL NRS on the Closing Date. The Merger shall become effective upon the filing of the Certificate Agreement of Merger with the Secretary of State, or at such other time as is permissible in accordance with the DGCL NRS and as FPM GHR and FPI AL shall agree should be specified in the Certificate Agreement of Merger. In addition, at the Closing: 2.3.1 FPI AL will deliver to FPMGHR: (a) An officers’ certificate, substantially in the form of Exhibit DB, duly executed on FPIAL’s behalf, as to whether each condition specified in Sections 7.2.1 through 7.2.77.2.11, has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit E, duly executed on FPIAL’s behalf. (c) A legal opinion of counsel to AL, substantially in the form of Exhibit F 2.3.2 FPM GHR will deliver to FPIAL: (a) An officers’ certificate, substantially in the form of Exhibit FG, duly executed on FPM GHR’s and MergerCo’s behalf, as to whether each condition specified in Sections 7.3.1 through 7.3.6 and 7.3.9 7.3.7 has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit GH, duly executed on each of FPM’s and MergerCoGHR’s behalf.

Actions and Deliveries at Closing. A certificate of merger in the form attached hereto as Exhibit C (the “Certificate of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of Delaware California (the “Secretary of State”) in accordance with the DGCL CGCL on the Closing Date. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State, or at such other time as is permissible in accordance with the DGCL CGCL and as FPM STRV and FPI CNSR shall agree should be specified in the Certificate of Merger. In addition, at the Closing:, 2.3.1 FPI CNSR will deliver to FPMSTRV: (a) An officers’ certificate, substantially in the form of Exhibit D, duly executed on FPICNSR’s behalf, as to whether each condition specified in Sections 7.2.1 through 7.2.7, has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit E, duly executed on FPICNSR’s behalf. (c) A legal opinion of counsel to CNSR, substantially in the form of Exhibit F hereto. 2.3.2 FPM STRV will deliver to FPICNSR: (a) An officers’ certificate, substantially in the form of Exhibit FG, duly executed on FPM STRV and MergerCo’s behalf, as to whether each condition specified in Sections 7.3.1 through 7.3.6 and 7.3.9 7.3.10 has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit GH, duly executed on each of FPMSTRV’s and MergerCo’s behalf. (c) A legal opinion of counsel to STRV, substantially in the Form of Exhibit I hereto.

Actions and Deliveries at Closing. A certificate On the Closing Date an agreement of merger in the customary form attached hereto as Exhibit C (the “Certificate "Agreement of Merger”") shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of Delaware California (the “"Secretary of State”") in accordance with the DGCL on the Closing DateCGCL. The Merger shall become effective upon the filing of the Certificate Agreement of Merger with the Secretary of State, or at such other time as is permissible in accordance with the DGCL and as FPM and FPI shall agree should be specified in the Certificate of MergerCGCL. In addition, at the Closing: 2.3.1 FPI VISTAGEN will deliver to FPMEXCALIBER: (a) An officers’ ' certificate, substantially in the form of Exhibit D, duly executed on FPI’s VISTAGEN's behalf, as to whether each condition specified in Sections 7.2.1 through 7.2.77.2.6, has been satisfied in all respects. (b) A Secretary’s 's certificate, substantially in the form of Exhibit E, duly executed on FPI’s VISTAGEN's behalf. 2.3.2 FPM EXCALIBER will deliver to FPIVISTAGEN: (a) An officers’ ' certificate, substantially in the form of Exhibit F, duly executed on FPM and MergerCo’s EXCALIBER's behalf, as to whether each condition specified in Sections 7.3.1 through 7.3.6 and 7.3.9 has been satisfied in all respects. (b) A Secretary’s 's certificate, substantially in the form of Exhibit G, duly executed on each of FPM’s and MergerCo’s EXCALIBER's behalf. 2.3.3 Merger Sub will deliver to VISTAGEN and EXCALIBER: (a) An officers' certificate, duly executed on Merger Sub's behalf, as to whether each condition specified in Sections 7.3.1 through 7.3.6 has been satisfied in all respects. (b) A Secretary's certificate, duly executed on Merger Sub's behalf.