Common use of Ancillary Agreements and Deliveries Clause in Contracts

Ancillary Agreements and Deliveries. The Company and the Stockholders shall have delivered, or caused to be delivered, to the Purchaser the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing: (a) certificates representing the Shares, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of assignment requested by and in form and substance reasonably satisfactory to the Purchaser; (b) the organizational record books, minute books and corporate seal of the Company; (c) written resignations of the directors and officers of the Company, effective as of the Closing Date; (d) a certificate in such form as may be reasonably requested by counsel to the Purchaser that complies with Treasury Regulation Section 1.1445-2(c)(3), accompanied by any appropriate notice to the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h); (e) evidence, in form and substance reasonably satisfactory to the Purchaser, that each consent, approval, order or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement has been obtained or made and is in full force and effect; (f) written evidence, reasonably satisfactory to the Purchaser, that the Company shall have complied with the covenants and agreements set forth in Section 5.5; (g) duly executed stock powers and stock transfers in respect of all of the Shares together with the relevant share certificate in respect thereof (or, in the case of any lost, stolen, mutilated or destroyed certificates, an indemnity, in form satisfactory to the Purchaser, and, if requested by the Purchaser, delivery of a bond in such sum as the Purchaser may reasonably direct); (h) an accredited investor questionnaire, in form reasonably satisfactory to the Purchaser, executed by each Stockholder; and (i) all other documents required to be entered into by the Company and the Stockholders pursuant to this Agreement or reasonably requested by the Purchaser to convey the Shares to the Purchaser or to otherwise consummate the transactions contemplated by this Agreement or any Stockholder Related Agreement.

Ancillary Agreements and Deliveries. The Company and the Stockholders Selling Holders shall have delivered, or caused the Company to be delivereddeliver (or with respect to Section 6.4(b), make available), to the Purchaser each of the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closingeffect: (a) certificates representing the SharesEquity Interests, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of assignment requested by and reasonably satisfactory in form and substance reasonably satisfactory to the Purchaser;; [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (b) the organizational record books, minute books and corporate seal of the Company; (c) a certificate satisfying the requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) in a form reasonably acceptable to Purchaser; (d) written resignations of the directors and officers of the Company, effective as of the Closing Date; (de) a certificate certificate, dated as of the Closing Date, signed by the Secretary of the Company (i) attaching copies of the Certificate of Incorporation and Bylaws, and any amendments thereto, of the Company, (ii) attaching a true, correct and complete copy of the stock ledger of the Company from the date of its incorporation through the Closing Date, (iii) certifying that attached thereto are true, correct and complete copies of action by written consent or resolutions duly adopted by the Board of Directors of the Company which authorize and approve the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (iv) certifying the good standing of the Company in such form as may be reasonably requested by counsel its jurisdiction of incorporation and in each other jurisdiction in which it is qualified to do business, and that there are no proceedings for the dissolution or liquidation of the Company, and (v) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver perform this Agreement and all other documents, instruments or agreements related to the Purchaser that complies with Treasury Regulation Section 1.1445-2(c)(3), accompanied transactions contemplated by any appropriate notice this Agreement executed or to be executed by the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h)Company; (ef) evidence, in form and substance reasonably satisfactory to the Purchaser, that each consent, approval, order or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement hereof has been obtained or made and is in full force and effect; (fg) written evidencea certificate, reasonably satisfactory executed by the president of the Company, as to the Purchaser, that amount of Company Transaction Expenses (the Company shall have complied with the covenants and agreements set forth in Section 5.5; (g) duly executed stock powers and stock transfers in respect of all of the Shares together with the relevant share certificate in respect thereof (or, in the case of any lost, stolen, mutilated or destroyed certificates, an indemnity, in form satisfactory to the Purchaser, and, if requested by the Purchaser, delivery of a bond in such sum as the Purchaser may reasonably direct“Expense Certificate”); (h) an accredited investor questionnaireBonus Letter Amendments executed by each of Xxxxx X. Xxxxxxxx and Xxxxxxxx X. XxXxxxxx, each in a form reasonably satisfactory to approved by the Purchaser, executed by each Stockholder; and (i) all other documents required to be entered into by the Company and the Stockholders Selling Holders at or prior to the Closing pursuant to this Agreement hereto or reasonably requested by the Purchaser to convey the Shares Equity Interests to the Purchaser or to otherwise consummate the transactions contemplated by this Agreement or any Stockholder Related Agreementhereby.

Ancillary Agreements and Deliveries. The Company and the Stockholders FTS shall have delivered, or caused to be delivered, to the Purchaser Buyer the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing: (a) certificates representing the Purchased Shares, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of assignment requested by and in form and substance reasonably satisfactory to the PurchaserBuyer; (b) a certificate duly executed on behalf of FTS by the organizational record booksChief Executive Officer or Chief Financial Officer of FTS, minute books containing representations and corporate seal warranties of FTS that all of the Companyconditions set forth in this ARTICLE VIII are true and accurate as of the Closing; (c) written resignations of the directors and officers of the Company, effective as of the Closing Date; (d) a certificate in such form as may be reasonably requested by counsel to the Purchaser Buyer that complies with Treasury Regulation Section 1.1445-2(c)(3), accompanied by any appropriate notice to the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h); (ed) evidence, in form and substance reasonably satisfactory to the PurchaserBuyer, that each consent, approval, order or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement has been obtained or made and is in full force and effect, including, but not limited to, any necessary consent from any minority shareholders of ULII; (fe) written evidence, reasonably evidence satisfactory to the PurchaserBuyer to ensure that no holder of ULII’s options, that warrants or rights has any preemptive of similar right to acquire the Company shall have complied with the covenants and agreements set forth in Section 5.5; (g) duly executed stock powers and stock transfers in respect of all of the Shares together with the relevant share certificate in respect thereof (or, in the case of any lost, stolen, mutilated or destroyed certificates, an indemnity, in form satisfactory to the Purchaser, and, if requested by the Purchaser, delivery of a bond in such sum as the Purchaser may reasonably direct); (h) an accredited investor questionnaire, in form reasonably satisfactory to the Purchaser, executed by each StockholderPurchased Shares; and (if) all other documents required to be entered into by the Company and the Stockholders FTS pursuant to this Agreement or reasonably requested by the Purchaser Buyer to convey the Purchased Shares to the Purchaser Buyer or to otherwise consummate the transactions contemplated by this Agreement or any Stockholder Related Agreement.

Ancillary Agreements and Deliveries. The Company and the Stockholders shall have delivered, or caused to be delivered, to the Purchaser the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing: (a) certificates representing the Company Common Shares, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of assignment requested by and in form and substance reasonably satisfactory to the Purchaser; (b) the consents, in substantially the form of EXHIBIT E hereto, executed by the spouse of each of the Stockholders that is married; (c) the organizational record books, books and minute books and corporate seal of the Company; (cd) written resignations of the directors and officers of the Company, effective as of the Closing Date; (de) a certificate (the “Consideration Certificate”), duly executed on behalf of the Company by the chief executive officer or chief financial officer of the Company, containing the following information and the representation and warranty of the Company that all of such information is true and accurate as of the Closing: (i) the name and address of record of each Stockholder, (ii) the number and class of securities of the Company held by each Stockholder immediately prior to the Closing, (iii) the number of Shares being sold by each Stockholder pursuant to this Agreement, (iv) the percentage of the Closing Consideration, the FDA Acceptance Consideration Shares, the FDA Approval Consideration Shares and the FDA Approval Cash Consideration to which such Stockholder shall be entitled (based on each such Stockholder’s relative ownership of the Company immediately prior to the Closing and the number of Shares being sold by such Stockholder pursuant to this Agreement) (the “Consideration Percentage”), and (v) a detailed list, in a form reasonably satisfactory to the Purchaser, of the amounts that the Purchaser is required to advance to the Company in accordance with Section 5.15(b), Section 5.15(c), Section 6.4, Section 6.6(g), Section 6.19, Section 7.8 and Section 12.2; (f) a certificate in such form as may be reasonably requested by counsel to the Purchaser that complies with Treasury Regulation Section 1.1445-2(c)(3), accompanied by any appropriate notice to the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h); (eg) an estoppel certificate, dated as of a date not more than five days prior to the Closing Date and reasonably satisfactory in form and content to the Purchaser, executed by each landlord from whom the Company leases premises (subject, however, to the Purchaser advancing to the Company such funds as required to pay any rent, other lease charges and fees due in respect of the leases for such premises); (h) evidence, in form and substance reasonably satisfactory to the Purchaser, that each consent, approval, order or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement has been obtained or made and is in full force and effect; (fi) true, correct and complete copies, certified by the Chief Executive Officer and the Chief Financial Officer of the Company, of the Company Financial Statements and any Quarterly Financial Statements required to be delivered pursuant to Section 5.5; (j) written evidence, reasonably satisfactory to the Purchaser, that the Company shall have complied with the covenants and agreements set forth in Section 5.55.6; (gk) duly executed stock powers written evidence, reasonably satisfactory to the Purchaser, that the Company shall have complied with the covenants and stock transfers agreements set forth in respect Section 5.15(b); (l) (i) a true, correct and complete copy of all resolutions adopted by the board of directors of the Company authorizing the termination of each of the Company Options, Company Warrants and Company Rights in order to give effect to the transactions contemplated by this Agreement, and (ii) evidence satisfactory to the Purchaser to ensure that no holder of Company Options, Company Warrants or Company Rights has any right to acquire Company Common Shares together and that all liabilities of the Company under the Company Options, Company Warrants or Company Rights are fully extinguished at no cost, and with no liability, to the relevant share certificate in respect thereof Company (orand subject to, in the case of any lostCompany Options, stolen, mutilated or destroyed certificates, an indemnity, the treatment of such Company Options in form satisfactory to the Purchaser, and, if requested by the Purchaser, delivery of a bond in such sum as the Purchaser may reasonably directaccordance with Section 1.4); (hm) an accredited investor questionnaire, in form reasonably satisfactory to the Purchaser, executed by each StockholderStockholder that is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (n) a “bad actor” questionnaire relating to Rule 506(d) of the Securities Act, in form reasonably satisfactory to the Purchaser, executed by each Stockholder that is an officer, director or promoter of the Company or a beneficial owner of 20% or more of the Company Common Shares; (o) a purchaser representative questionnaire, in form reasonably satisfactory to the Purchaser, executed by each Stockholder that is not an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (p) Joinder Agreements executed by each Exercising Holder that is not a party to this Agreement as a Stockholder as of the date hereof; and (iq) all other documents required to be entered into by the Company and the Stockholders pursuant to this Agreement or reasonably requested by the Purchaser to convey the Company Common Shares to the Purchaser or to otherwise consummate the transactions contemplated by this Agreement or any Stockholder Related Agreement.

Ancillary Agreements and Deliveries. The At the Closing, the Company and the Stockholders shall have delivereddeliver, or caused cause to be delivered, to the Purchaser Parent the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing: (a) certificates representing a certificate, dated as of the SharesClosing Date, signed by the Secretary of the Company, (i) attaching copies of the Organizational Documents of the Company, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true, correct and complete copies of actions by written consent or resolutions duly endorsed in blank adopted by the board of directors of the Company which adopt this Agreement and authorize and approve the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) certifying that attached thereto are true, correct and complete copies of actions by written consent or accompanied resolutions duly adopted by duly executed stock powers or the Stockholders constituting the Required Company Stockholder Vote which adopt this Agreement and authorize and approve the execution, delivery and performance of this Agreement and the consummation of the Merger and the other instruments of assignment requested transactions contemplated by and in form and substance reasonably satisfactory to the Purchaserthis Agreement; (b) a long-form certificate of good standing from the organizational record books, minute books and corporate seal Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the Company; (c) written resignations of the directors and officers of the Company, effective as of the Closing Date; (d) a certificate in such form as may be reasonably requested by counsel to the Purchaser Parent that complies with Treasury Regulation Section 1.1445-2(c)(3), accompanied by any appropriate notice to be delivered to the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h); (ed) evidence, in form and substance reasonably satisfactory to the PurchaserParent, that each consent, approval, order approval or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement waiver set forth on Schedule 5.1(d) has been obtained or made and is in full force and effect; (e) a true, correct and complete copy of resolutions adopted by the board of directors of the Company authorizing the termination of each of the Company Options in order to give effect to the transactions contemplated by this Agreement; (f) written evidencethe Charter Amendment, reasonably satisfactory to duly executed by the Purchaser, that the Company shall have complied with the covenants and agreements set forth in Section 5.5Company; (g) the Certificate of Merger, duly executed stock powers and stock transfers in respect of all of the Shares together with the relevant share certificate in respect thereof (or, in the case of any lost, stolen, mutilated or destroyed certificates, an indemnity, in form satisfactory to the Purchaser, and, if requested by the Purchaser, delivery of a bond in such sum as the Purchaser may reasonably direct)Company; (h) an Investor Questionnaire executed by each Equityholder that is indicated as an “accredited investor questionnaireinvestor” in the Closing Spreadsheet; (i) a Disqualification Questionnaire executed by each Equityholder that is, or is contemplated by the transactions hereby to become, a director, officer, promoter of Parent or beneficial owner of 20% or more of the Parent Shares; (j) a Joinder Agreement duly executed by each Stockholder holding greater than one-fourth of one percent (0.25%) of the Fully Diluted Capital Number and Equityholders holding in form the aggregate not less than ninety-five percent (95%) of the Fully Diluted Capital Number (collectively, the “Joinder Agreements”); (k) the Escrow Agreement, signed by the Equityholders’ Representative; (l) the Closing Spreadsheet; (m) evidence reasonably satisfactory to Parent that all amounts owed to the PurchaserCompany by any Stockholder, any holder of a Company Option, any holder of Company Rights or any Related Party at and as of the Closing Date, any debts of the Company owed to any Stockholder, any holder of a Company Option, any holder of Company Rights (in each case other than as provided for in Article I) or any Related Party, have been paid and canceled; (n) a statement, reasonably detailed, including wire instructions, and separated by lender, setting forth the Closing Indebtedness (the “Closing Indebtedness Statement”); (o) a statement, reasonably detailed, including wire instructions, and separated by lender, setting forth the Closing Transaction Expenses (the “Closing Transaction Expenses Statement”); (p) evidence reasonably satisfactory to Parent that all Liens (other than Permitted Liens) set forth on Schedule 5.1(p) have been released or will be released upon Closing; (q) a true, correct and complete copy of resolutions adopted by the board of directors of the Company authorizing the termination of each of the Employee Plans set forth on Schedule 5.1(o), which termination shall be effective as of one day prior to the Closing; (r) evidence satisfactory to Parent that all agreements and arrangements set forth on Schedule 5.1(r) have been terminated effective as of the Closing Date without any further obligation of, or liability to, the Company, Parent or their affiliates; (s) an Exchange and Registration Rights Agreement in the form attached hereto as Exhibit H (the “Exchange Agreement”) duly executed by each StockholderEquityholder that is receiving Parent Shares pursuant to Section 1.5 and Section 1.12; and (it) all other documents required an executed payoff letter in form and substance reasonably satisfactory to be entered into by the Company and the Stockholders Parent from each Person receiving payment in respect of Closing Indebtedness pursuant to this Agreement or reasonably requested by the Purchaser to convey the Shares to the Purchaser or to otherwise consummate the transactions contemplated by this Agreement or any Stockholder Related AgreementSection 1.8(i).

Ancillary Agreements and Deliveries. The Company and the Stockholders Members shall have delivered, or caused to be delivered, to the Purchaser the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing: (a) certificates representing the Shares, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of assignment requested by and in form and substance reasonably satisfactory to the Purchaser; (b) the organizational record books, books and minute books and corporate seal of the Company; (cb) written resignations of the directors managers and officers of the Company, effective as of the Closing Date; (c) a certificate (the “Purchased Interest Certificate”), duly executed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company, containing the following information and the representation and warranty of the Company that all of such information is true and accurate as of the Closing: (i) the name and address of record of each Member; (ii) the number and membership interests of the Company held by each Member immediately prior to the Closing; (iii) the number of Purchased Interests being sold by each Member pursuant to this Agreement; and (iv) each Member’s Consideration Percentage. (d) a certificate in such form as may be reasonably requested by counsel to the Purchaser that complies with Treasury Regulation Section 1.1445-2(c)(3), accompanied by any appropriate notice to the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h); (e) evidence, in form and substance reasonably satisfactory to the Purchaser, that each consent, approval, order or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement has been obtained or made and is in full force and effect; (f) true, correct and complete copies, certified by the Chief Executive Officer and the Chief Financial Officer of the Company, of the Company Financial Statements and any Quarterly Financial Statements required to be delivered pursuant to Section 5.4; (g) written evidence, reasonably satisfactory to the Purchaser, that the Company shall have complied with the covenants and agreements set forth in Section 5.5; (gh) duly executed stock powers (i) a true, correct and stock transfers in respect complete copy of all resolutions adopted by the board of managers of the Shares together with Company providing for the relevant share certificate termination of each of the Company Rights in respect thereof order to give effect to the transactions contemplated by this Agreement, and (or, in the case of any lost, stolen, mutilated or destroyed certificates, an indemnity, in form ii) evidence satisfactory to the PurchaserPurchaser to ensure that no holder of Company Rights has any right to acquire membership interests in the Company and that all liabilities of the Company under the Company Rights are fully extinguished at no cost, andand with no liability, if requested by to the Purchaser, delivery of a bond in such sum as the Purchaser may reasonably direct)Company; (hi) an accredited investor questionnaire, in form reasonably satisfactory to the Purchaser, executed by each StockholderMember that is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (j) a “bad actor” questionnaire relating to Rule 506(d) of the Securities Act, in form reasonably satisfactory to the Purchaser, executed by each Member that is an officer, manager or promoter of the Company or a beneficial owner of 20% or more of the membership interests the Company; (k) a purchaser representative questionnaire, in form reasonably satisfactory to the Purchaser, executed by each Member that is not an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (l) Joinder Agreements executed by each Member of the Company selling the Purchased Interests to the Purchaser pursuant to this Agreement that is not a party to this Agreement as a Member as of the date hereof; and (im) all other documents required to be entered into by the Company and the Stockholders Members pursuant to this Agreement or reasonably requested by the Purchaser to convey the Shares Purchased Interests to the Purchaser or to otherwise consummate the transactions contemplated by this Agreement or any Stockholder Member Related Agreement.

Ancillary Agreements and Deliveries. The Company Parent and the Stockholders Merger Sub shall have delivered, or caused to be delivered, to the Purchaser Company the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closingeffect: (a) certificates representing the SharesA written strategic plan, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of assignment requested by and in form and substance reasonably satisfactory to the PurchaserCompany, regarding the movement of Cenderitide forward for a Phase 1B and Phase 2 program that includes, among other things, clinical and scientific development plans and budgets, all with appropriate timelines; (b) the organizational record books, minute books An Amended and corporate seal of the CompanyRestated Technology License Agreements with Mayo Foundation; (c) written resignations of the officers and directors and officers of the CompanyParent, effective as of the Closing DateEffective Time; (d) a certificate evidence of payment or other satisfaction in such form as may be reasonably requested full (including releases) of any and all accrued liabilities and obligations of Parent and Merger Sub and any of their respective Subsidiaries through the Effective Time, including accounts payable (unless otherwise approved in writing by counsel the Company) and all obligations to employees, professional advisors and other consultants (with the exception of obligations in the aggregate amount not to exceed Seventy-Two Thousand Dollars ($72,000), which obligations shall remain outstanding through the Effective Time), all on terms and conditions satisfactory to the Purchaser that complies with Treasury Regulation Section 1.1445-2(c)(3), accompanied by any appropriate notice to the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h)Company; (e) evidencegeneral releases from each of Dxxxxxx Xxxxxx, M.D. and Dxxxx Xxxxx from any further rights to receive any compensation or benefits or other form of payment under any written or oral agreement or arrangement, other than the Hxxxxx Shares and the Exxxx Shares (each as defined in form and substance reasonably satisfactory to the Purchaser, that each consent, approval, order or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement has been obtained or made and is in full force and effectParent Disclosure Schedule); (f) written evidence, reasonably satisfactory to the Purchaser, that the Company Parent shall have complied with the covenants and agreements caused all Contracts set forth in Section 5.5on Exhibit I to be terminated effective as of the Closing Date without any further obligation of the Company, Merger Sub or Parent; (g) duly executed stock powers and stock transfers in respect of all evidence of the Shares together with issuance of the relevant share certificate in respect thereof (orPermitted Issuances, in the case of any lost, stolen, mutilated or destroyed certificates, an indemnity, in form on terms and conditions satisfactory to the Purchaser, and, if requested by the Purchaser, delivery of a bond in such sum as the Purchaser may reasonably direct)Company; (h) an accredited investor questionnaire, in form reasonably satisfactory evidence of the release of the blanket lien on Parent’s assets pursuant to the PurchaserSecurity Agreement, executed by each Stockholderas described in Section 3.5 of the Parent Disclosure Schedule; (i) evidence of Parent’s approval, as the sole stockholder of Merger Sub, of the adoption of this Agreement and of the transactions contemplated hereby, including the Merger; and (ij) all other documents required to be entered into by the Company and the Stockholders Parent or Merger Sub pursuant to this Agreement hereto or reasonably requested by the Purchaser Company to convey the Shares to the Purchaser or to otherwise consummate the Merger or the other transactions contemplated by this Agreement or any Stockholder Related Agreement.

Ancillary Agreements and Deliveries. The Company and the Stockholders ULHL shall have delivered, or caused to be delivered, to the Purchaser Buyer the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing: (ai) certificates representing the Purchased Shares, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of assignment requested by and in form and substance reasonably satisfactory to the PurchaserBuyer, subject to the transfer of the Unique Vietnam and the Unique Taiwan Purchased Shares pursuant to Section 3.07; (b) the organizational record books, minute books and corporate seal of the Company; (cii) written resignations of the directors and officers of each of the CompanyULHL Subsidiaries, as requested by the Buyer in Schedule V, and effective as of the Closing Date; (diii) a certificate in such form as may be reasonably requested by counsel to the Purchaser Buyer that complies with Treasury Regulation Section 1.1445-2(c)(3), accompanied by any appropriate notice to the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h); (eiv) evidence, in form and substance reasonably satisfactory to the PurchaserBuyer, that each consent, approval, order or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement by ULHL has been obtained or made and is in full force and effect; (fv) written evidence, reasonably satisfactory to the PurchaserBuyer, that the Company ULHL shall have complied with the covenants and agreements set forth in Section 5.5this Agreement; (gvi) a duly executed stock powers transition services agreement, by and stock transfers in respect of all of between the Shares together with the relevant share certificate in respect thereof (or, in the case of any lost, stolen, mutilated or destroyed certificates, an indemnity, in form satisfactory to the Purchaser, and, if requested by the Purchaser, delivery of a bond in such sum as the Purchaser may reasonably direct)Buyer and ULHL; (hvii) an accredited investor questionnairea duly executed Supplemental Agreement with respect to each ULHL Subsidiary, in form reasonably satisfactory to by and between the Purchaser, Buyer and ULHL; (viii) the duly executed by each StockholderEscrow Agreement; and (iix) all other documents required to be entered into by the Company and the Stockholders ULHL pursuant to this Agreement or reasonably requested by the Purchaser Buyer to convey the Purchased Shares to the Purchaser Buyer or to otherwise consummate the transactions contemplated by this Agreement or any Stockholder Related Agreement.

Ancillary Agreements and Deliveries. The At the Closing, the Company and the Stockholders shall have delivereddeliver, or caused cause to be delivered, to the Purchaser Parent the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing: (a) certificates representing a certificate, dated as of the SharesClosing Date, signed by the Secretary of the Company, (i) attaching copies of the Organizational Documents of the Company, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true, correct and complete copies of actions by written consent or resolutions duly endorsed in blank adopted by the board of directors of the Company which adopt this Agreement and authorize and approve the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) certifying that attached thereto are true, correct and complete copies of actions by written consent or accompanied resolutions duly adopted by duly executed stock powers or the Stockholders constituting the Required Company Stockholder Vote which adopt this Agreement and authorize and approve the execution, delivery and performance of this Agreement and the consummation of the Merger and the other instruments of assignment requested transactions contemplated by and in form and substance reasonably satisfactory to the Purchaserthis Agreement; (b) a long-form certificate of good standing from the organizational record books, minute books and corporate seal Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the Company; (c) written resignations of the directors and officers of the Company, effective as of the Closing Date; (d) a certificate in such form as may be reasonably requested by counsel to the Purchaser Parent that complies with Treasury Regulation Section 1.1445-2(c)(3), accompanied by any appropriate notice to be delivered to the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h); (ed) evidence, in form and substance reasonably satisfactory to the PurchaserParent, that each consent, approval, order approval or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement waiver set forth on Schedule 5.1(d) has been obtained or made and is in full force and effect; (f) written evidence, reasonably satisfactory to the Purchaser, that the Company shall have complied with the covenants and agreements set forth in Section 5.5; (g) duly executed stock powers and stock transfers in respect of all of the Shares together with the relevant share certificate in respect thereof (or, in the case of any lost, stolen, mutilated or destroyed certificates, an indemnity, in form satisfactory to the Purchaser, and, if requested by the Purchaser, delivery of a bond in such sum as the Purchaser may reasonably direct); (h) an accredited investor questionnaire, in form reasonably satisfactory to the Purchaser, executed by each Stockholder; and (i) all other documents required to be entered into by the Company and the Stockholders pursuant to this Agreement or reasonably requested by the Purchaser to convey the Shares to the Purchaser or to otherwise consummate the transactions contemplated by this Agreement or any Stockholder Related Agreement.

Ancillary Agreements and Deliveries. The Company and the Stockholders Shareholders shall have delivered, or caused to be delivered, to the Purchaser the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing: (a) certificates representing the Sharesconsents, duly endorsed in blank or accompanied substantially the form of EXHIBIT C hereto, executed by duly executed stock powers or the spouse of each of the Shareholders that is married in any other instruments regime than the Catalan supplementary regime and the resolutions of assignment requested by the General Shareholders Meeting of each Shareholder, where applicable and in form and substance reasonably satisfactory legally required, to comply with Article 160 (f) of the PurchaserSpanish Companies Act; (b) the organizational record books, books and minute books and corporate seal of the Company; (c) written resignations of the directors and officers of the Company, effective as of the Closing Date; (d) a certificate in such form as may be reasonably requested an electronic copy of the Shareholders Registry Book, duly updated until Closing, containing the following information: (i) the name and address of record of each Shareholder; (ii) the number, class and numbering of the Shares of the Company held by counsel each Shareholder immediately prior to the Purchaser that complies with Treasury Regulation Section 1.1445-2(c)(3), accompanied by any appropriate notice to the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h)Closing; (iii) each Remaining Shareholder’s Consideration Percentage. (e) evidence, in form and substance reasonably satisfactory to the Purchaser, evidence that each consent, approval, order or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement has been obtained or made and is in full force and effect; (f) written evidencetrue, reasonably satisfactory to correct and complete copies, certified by the PurchaserChief Executive Officer of the Company, that of the Company shall have complied with the covenants Financial Statements and agreements set forth in any Quarterly Financial Statements required to be delivered pursuant to Section 5.56.4; (g) duly executed stock powers (i) a true, correct and stock transfers in respect complete copy of all resolutions adopted by the general meeting of shareholders and/or the board of directors of the Shares together with Company providing for the relevant share certificate termination of each of the Company Options, and Company Rights in respect thereof (or, in the case of any lost, stolen, mutilated or destroyed certificates, an indemnity, in form satisfactory order to give effect to the Purchasertransactions contemplated by this Agreement, and, if requested and (ii) certificate issued by the PurchaserSecretary and Chairman of the Company's board of directors certifying that no holder of Company Options or Company Rights has any right to acquire Company Shares and that all liabilities of the Company under the Company Options or Company Rights are fully extinguished at no cost, delivery of a bond in such sum as and with no liability, to the Purchaser may reasonably direct)Company; (h) an accredited investor questionnaire, copy of the termination agreement terminating the Existing Shareholders Agreement in form reasonably satisfactory relation to the Purchaser, executed by each Stockholder; andCompany in force prior to the Closing. (i) all other documents required to be entered into by the Company and the Stockholders Shareholders pursuant to this Agreement or reasonably requested by the Purchaser to convey the Shares to the Purchaser or to otherwise consummate the transactions contemplated by this Agreement or any Stockholder Related Agreement.;