Common use of Closing Actions and Deliverables Clause in Contracts

Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following: (a) CEN shall deliver to CSOC: (i) The Articles of Merger, duly executed by an authorized officer of CEN; (ii) a certificate, dated the Closing Date, signed by an officer of CEN, in form and substance reasonably acceptable to CSOC, certifying that each of the conditions set forth in Section 6.01(a) and Section 6.01(b) has been satisfied; (iii) a certificate, dated the Closing Date, signed by a duly authorized officer of CEN, dated as of the Closing Date, in form and substance satisfactory to CSOC attaching and certifying (1) copies of the resolutions or written consents of CEN Board and the Shareholders, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, (2) a true, correct and complete copy of the organizational documents of CEN certified by the applicable Canadian authority; and (3) a certificate of good standing and legal existence of CEN issued by the applicable Canadian authority and each jurisdiction in which CEN is licensed or qualified to conduct business as a foreign entity, in each case issued no earlier than three Business Days prior to the Closing; (iv) non-foreign affidavit, in the form as agreed to by the Parties prior to the Closing, dated as of the Closing Date, duly executed by each Shareholder and sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that each Shareholder is not a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavits”); and (v) such other documents as CSOC may reasonably request for the purpose of evidencing the accuracy of any of CEN’s representations and warranties; evidencing the performance by CEN, or the compliance by CEN, in each case as applicable, with any covenant or obligation required to be performed or complied with by CEN; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) CSOC shall deliver to the Exchange Agent the Merger Consideration pursuant to Section 2.04. (c) CSOC shall deliver to CEN: (i) The Articles of Merger, duly executed by an authorized officer of the Merger Sub and CSOC; (ii) a certificate, dated the Closing Date, signed by a duly authorized officer of CSOC, in form and substance reasonably acceptable to CEN, certifying (i) that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied; and (ii) (A) attaching and certifying copies of the resolutions or written consents of CSOC Board, the Merger Sub Board and CSOC as the sole stockholder of Merger Sub, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, (B) certifying the name, title and true signature of each officer of CSOC and Merger Sub executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby, and (C) attaching and certifying (1) a true, correct and complete copy of the Articles of Incorporation of CSOC certified by the Secretary of State of the State of Wyoming, (2) Bylaws of CSOC, (3) a certificate of good standing and legal existence issued by the Secretary of State of the State of Wyoming for CSOC and each jurisdiction in which CSOC is licensed or qualified to conduct business as a foreign entity, in each case issued no earlier than three Business Days prior to the Closing and (4) a certificate of good standing and legal existence issued by the Secretary of State of the State of Wyoming for Merger Sub, issued no earlier than three Business Days prior to the Closing; (iii) the resignations of the directors and officers of CSOC, in form and substance required by CSOC, duly executed by the resigning directors and officers of CEN, to the extent and as required by Section 2.16(a) and Section 2.16(b); and (iv) written evidence of the termination of any and all stockholder, voting, buy-sell or similar agreements by and among CSOC any of its shareholders, which shall be effective as of the Closing.

Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following: (a) CEN The Company shall deliver to CSOCParent: (i) The Articles of Merger, duly executed by an authorized officer of CENthe Company; (ii) a certificate, dated as of the Closing Date, signed by an officer of CENthe Company, in form and substance reasonably acceptable to CSOC, Parent: (A) certifying that each of the conditions set forth in Section 6.01(a) and Section 6.01(b) has been satisfied; (iiiB) a certificate, dated the Closing Date, signed by a duly authorized officer of CEN, dated as of the Closing Date, in form and substance satisfactory to CSOC attaching and certifying (1) copies of the resolutions or written consents of CEN the sole director of the Company Board and the ShareholdersCompany Shareholder, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; (C) certifying the name, title and true signature of each officer of the Company executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (2D) attaching a true, correct and complete copy of the organizational documents Articles of CEN Incorporation of the Company certified by the applicable Canadian authoritySecretary of State of the State of Florida, (E) attaching and certifying By-laws of the Company; and and (3F) attaching a certificate of good standing and legal existence of CEN the Company issued by the applicable Canadian authority and each jurisdiction Secretary of State of the State of Florida; (iii) A lock-up agreement, substantially in which CEN is licensed or qualified to conduct business the form attached hereto as a foreign entity, in each case issued no earlier than three Business Days prior to Exhibit A-2 (the Closing“Company Lock-Up Agreement”) duly executed by the Company Shareholder; (iv) non-foreign affidavitall approvals, in the form as agreed to by the Parties prior to the Closing, dated as consents and waivers that are listed on Section 3.04 of the Closing Date, duly executed by each Shareholder and sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that each Shareholder is not a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavits”); andDisclosure Schedules; (v) such other documents as CSOC Parent may reasonably request for the purpose of evidencing the accuracy of any of CENthe Company’s or the Company Shareholder’s representations and warranties; evidencing the performance by CENthe Company or the Company Shareholder, or the compliance by CENCompany or the Company Shareholder, in each case as applicable, with any covenant or obligation required to be performed or complied with by CENthe Company or the Company Shareholder; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) CSOC Parent shall deliver to the Exchange Agent Company Shareholder: (i) the Merger Consideration pursuant to Section 2.042.06(a). (c) CSOC Parent shall deliver to CENthe Company: (i) The Articles of Merger, duly executed by an authorized officer of the Merger Sub and CSOCParent; (ii) a certificate, dated the Closing Date, signed by a duly authorized officer of CSOCParent, in form and substance reasonably acceptable to CEN, the Company: (A) certifying (i) that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied; and ; (ii) (AB) attaching and certifying copies of the resolutions or written consents of CSOC the Parent Board, the Merger Sub Board and CSOC Parent as the sole stockholder of Merger Sub, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, ; (BC) certifying the name, title and true signature of each officer of CSOC Parent and Merger Sub executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby, and ; (CD) attaching and certifying (1) a true, correct and complete copy of the Articles Certificate of Incorporation of CSOC Parent certified by the Secretary of State of the State of Wyoming, Delaware (2E) Bylaws attaching and certifying the By-laws of CSOC, Parent; (3F) attaching a certificate of good standing and legal existence issued by the Secretary of State of the State of Wyoming Delaware for CSOC and each jurisdiction in which CSOC is licensed or qualified to conduct business as a foreign entity, in each case issued no earlier than three Business Days prior to the Closing and Parent; and (4G) attaching a certificate of good standing and legal existence issued by the Secretary of State of the State of Wyoming Florida for Merger Sub; (iii) A lock-up agreement, issued no earlier than three Business Days substantially in the form attached hereto as Exhibit A-1 (the “Parent Lock-Up Agreement”) duly executed by each shareholder of Parent as of immediately prior to the Closing; (iiiiv) the resignations Duly countersigned copies of the directors and officers of CSOC, in form and substance required by CSOC, duly executed Company Lock-Up Agreements delivered by the resigning directors and officers of CEN, Company pursuant to the extent and as required by Section 2.16(a) and Section 2.16(b2.12(a)(iii); and (ivd) written evidence Leone Group, LLC (“Leone”) shall surrender to the Parent a number of shares of Parent Common Stock currently held by Leone, such that Leone or its designees together with any entities to which it has transferred shares of Parent Common Stock prior to the Closing shall, as of the termination Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by Leone or such designees or transferees, and such surrendered shares shall be acquired, retired, and cancelled by Parent. (e) American Capital Ventures, Inc. (“ACV”) shall surrender to Parent a number of shares of Parent Common Stock currently held by ACV, such that ACV or its designees shall, as of the Closing, retain shares of Parent Common Stock with a total value of $750,000 based on the Assumed Parent Common Stock Value, which the Parties acknowledge and agree is expected to be 375,000 shares of Parent Common Stock to be retained by ACV or its designees, and such redeemed shares shall be acquired, retired, and cancelled by Parent. (f) The current members of the Parent Board shall elect Jxxx X. Xxxxxx, Cxxxxx Xxxxx and Cxxxxxxxxxx Xxxxxxxxx to the Parent Board, with Jxxx X. Xxxxxx being appointed as Chairman of the Parent Board, and shall resign when such election is complete, leaving those three named individuals as the sole directors of Parent. (g) The officers of Parent as of immediately before the Closing shall resign, and the Parent Board, as newly-constituted under Section 2.12(f), shall elect (i) Jxxx X. Xxxxxx as Executive Chairman of the Parent, (ii) Cxxxxx Xxxxx as Chief Executive Officer and President of the Parent, and (iii) Cxxxxxxxxxx Xxxxxxxxx as Chief Financial Officer, Secretary and Treasurer of the Parent. (h) The Parent shall consummate an initial closing of the Preferred Offering and the funds from the Preferred Offering shall be released to the Parent. (i) The Parent shall issue an aggregate of 688 Parent Units to certain individuals and entities (the “Settlement Parties”), in full and complete settlement and satisfaction of any and all stockholder, voting, buy-sell or similar agreements by and among CSOC any of its shareholders, which shall be effective as potential claims such Settlement Parties may have against the Company and/or certain of the ClosingCompany’s related parties (collectively, the “Company Settlement Parties”), and in consideration for a general release provided to the Company Settlement Parties by the Settlement Parties (the “Company Settlement Transaction”).

Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following: (a) CEN The Company and the Company Shareholders shall deliver to CSOCParent: (i) The Articles of Merger, duly executed by an authorized officer of CENthe Company; (ii) a certificate, dated as of the Closing Date, signed by an officer of CENthe Company, in form and substance reasonably acceptable to CSOC, Parent: (A) certifying that each of the conditions set forth in Section 6.01(a) and Section 6.01(b) has been satisfied; (iiiB) a certificate, dated the Closing Date, signed by a duly authorized officer of CEN, dated as of the Closing Date, in form and substance satisfactory to CSOC attaching and certifying (1) copies of the resolutions or written consents of CEN the sole director of the Company Board and the ShareholdersCompany Stockholders, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the appointment of Sxxxx Xxxxx and Jxxxx Xxxxxx as directors of the Company and Managers of the Company’s Subsidiaries such that the Board of Directors of the Company and managers of each of the Subsidiaries at the time of the Closing will be comprised of Jxxxx Xxxxxxxxxx, Sxxxx Xxxxx and Jxxxx Xxxxxx; (C) certifying the name, title and true signature of each officer of the Company executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (2D) attaching a true, correct and complete copy of the organizational documents Certificate of CEN Incorporation of the Company certified by the applicable Canadian authoritySecretary of State of the State of Delaware, (E) attaching and certifying By-laws of the Company; and and (3F) attaching a certificate of good standing and legal existence of CEN the Company and the Subsidiaries issued by the applicable Canadian authority and each jurisdiction in which CEN is licensed or qualified to conduct business as a foreign entity, in each case issued no earlier than three Business Days prior to Secretary of State of the ClosingState of Delaware; (iv) non-foreign affidavit, in the form as agreed to by the Parties prior to the Closing, dated as of the Closing Date, duly executed by each Shareholder and sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that each Shareholder is not a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavits”); and (viii) such other documents as CSOC Parent may reasonably request for the purpose of evidencing the accuracy of any of CENthe Company’s or the Company Stockholders’ representations and warranties; evidencing the performance by CENthe Company or the Company Stockholders, or the compliance by CENCompany or the Company Stockholders, in each case as applicable, with any covenant or obligation required to be performed or complied with by CENthe Company or the Company Stockholders; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) CSOC Parent shall deliver to the Company Stockholders: (i) the Exchange Agent the Merger Consideration Shares pursuant to Section 2.042.06(a) to the Company Stockholders pro rata in accordance with the percentage interests of the applicable Company Stockholders as set forth on Exhibit C (with respect to each such Company Stockholder, such Company Stockholder’s “Applicable Percentage”). (c) CSOC Parent shall deliver to CENthe Company: (i) The Articles of Merger, duly executed by an authorized officer of the Merger Sub and CSOCParent; (ii) a certificate, dated the Closing Date, signed by a duly authorized officer of CSOCParent, in form and substance reasonably acceptable to CEN, the Company: (A) certifying (i) that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied; and ; (ii) (AB) attaching and certifying copies of the resolutions or written consents of CSOC the Parent Board, the Merger Sub Board and CSOC Parent as the sole stockholder of Merger Sub, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, ; (BC) certifying the name, title and true signature of each officer of CSOC Parent and Merger Sub executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby, and ; (CD) attaching and certifying (1) a true, correct and complete copy of the Articles Certificate of Incorporation of CSOC Parent certified by the Secretary of State of the State of Wyoming, Delaware (2E) Bylaws attaching and certifying the By-laws of CSOC, Parent; (3F) attaching a certificate of good standing issued by the Registrar of Companies for the Province of British Columbia for Parent; and (G) attaching a certificate of good standing and legal existence issued by the Secretary of State of the State of Wyoming Delaware for CSOC Merger Sub. (iii) such other documents as Company may reasonably request for the purpose of evidencing the accuracy of any of the Parent’s or the Merger Sub’s representations and each jurisdiction in which CSOC is licensed warranties; evidencing the performance by the Parent or qualified to conduct business as a foreign entityMerger Sub, or the compliance by Parent or Merger Sub, in each case issued no earlier than three Business Days prior as applicable, with any covenant or obligation required to the Closing and (4) a certificate of good standing and legal existence issued be performed or complied with by the Secretary Parent or Merger Sub; or otherwise facilitating the consummation or performance of State any of the State of Wyoming for Merger Sub, issued no earlier than three Business Days prior to the Closing;Contemplated Transactions. (iiid) the resignations Company Stockholders shall have complied with their obligations under Section 2.07 regarding delivery of shares of the directors Company Common Stock and officers of CSOC, in form and substance required by CSOC, duly executed by the resigning directors and officers of CEN, to the extent and as required by Section 2.16(a) and Section 2.16(b); and (iv) written evidence of the termination of any and all stockholder, voting, buy-sell or similar agreements by and among CSOC any of its shareholders, which shall be effective as of the Closingstock powers.

Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following: (a) CEN Maslow shall deliver to CSOCReliability: (i) The Articles Statement of Merger, duly executed by an authorized officer of CENMaslow; (ii) a certificate, dated the Closing Date, signed by an officer of CEN, in form and substance reasonably acceptable to CSOC, certifying that each of the conditions set forth in Section 6.01(a) and Section 6.01(b) has been satisfied; (iii) a certificate, dated the Closing Date, signed by a duly authorized officer of CENMaslow, in form and substance reasonably acceptable to Reliability, certifying that each of the conditions set forth in Section 7.01(a) and Section 7.01(b) has been satisfied; (iii) a certificate of a duly authorized officer of Maslow, dated as of the Closing Date, in form and substance satisfactory to CSOC Reliability attaching and certifying (1) copies of the resolutions or written consents of CEN Maslow Board and the ShareholdersMr. Doki, and Mx. Xxxxxxx, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, (2) a true, correct and complete copy of the organizational documents Articles of CEN Incorporation of Maslow certified by the applicable Canadian authority; Secretary of State of the State of Virginia, (3) By-laws of Maslow, and (34) a certificate of good standing and legal existence of CEN Maslow issued by the applicable Canadian authority Secretary of State of the State of Virginia and each jurisdiction in which CEN Maslow is licensed or qualified to conduct business as a foreign entity, in each case issued no earlier than three Business Days prior to the Closing; (iv) a non-foreign affidavit, in the form as agreed to by the Parties prior to the Closingattached hereto as Exhibit A, dated as of the Closing Date, duly executed by each Shareholder and sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that each Shareholder none of the Shareholders is not a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavits”); (v) A Lock-up Agreement duly executed by any of the shareholders of Maslow as required pursuant to Section 2.15(a); (vi) The Joinder Agreement, duly executed by each New Shareholder; Mr. Doki, and Mx. Xxxxxxx and Mxxxxx; and (vvii) such other documents as CSOC Reliability may reasonably request for the purpose of evidencing the accuracy of any of CENMaslow’s or the Shareholders’ representations and warranties; evidencing the performance by CENMaslow or the Shareholders, or the compliance by CENMaslow or the Shareholders, in each case as applicable, with any covenant or obligation required to be performed or complied with by CENMaslow or the Shareholders; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) CSOC Reliability shall deliver to the Exchange Agent the Merger Consideration pursuant to Section 2.042.07. (c) CSOC Reliability shall deliver to CENMaslow: (i) The Articles Statement of Merger, duly executed by an authorized officer of the Merger Sub and CSOCReliability; (ii) a certificate, dated the Closing Date, signed by a duly authorized officer of CSOCReliability and Mx. Xxxxxxxx, in form and substance reasonably acceptable to CENMaslow, certifying (i) that each of the conditions set forth in Section 6.02(a7.02(a), Section 7.02(b), Section 7.02(c) and Section 6.02(b7.02(d) have been satisfied; and (ii) (A) attaching and certifying copies of the resolutions or written consents of CSOC each of the Reliability Board, the Merger Sub Board and CSOC Board, Reliability as the sole stockholder of Merger Sub, and by the governing bodies, members, managers, general partners or other applicable persons or bodies of each member of the Agreement Counterparties, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, as applicable, (B) certifying the name, title and true signature of each officer of CSOC and Reliability, Merger Sub and each member of the Agreement Counterparties executing or authorized to execute this Agreement, the Transaction Documents, as applicable, and such other documents, instruments and certifications required or contemplated hereby or thereby, and (C) attaching and certifying (1) a true, correct and complete copy of the Articles of Incorporation of CSOC Reliability certified by the Secretary of State of the State of WyomingTexas, (2) Bylaws By-laws of CSOCReliability, (3) a certificate of good standing and legal existence for Reliability issued by the Secretary of State of the State of Texas and each jurisdiction in which Reliability is licensed or qualified to conduct business as a foreign entity; (4) a true, correct and complete copy of the Articles of Incorporation of Merger Sub certified by the Secretary of State of the State of Virginia, (5) By-laws of Merger Sub, and (6) a certificate of good standing and legal existence issued by the Secretary of State of the State of Wyoming for CSOC and each jurisdiction in which CSOC is licensed or qualified to conduct business as a foreign entity, in each case issued no earlier than three Business Days prior to the Closing and (4) a certificate of good standing and legal existence issued by the Secretary of State of the State of Wyoming Virginia for Merger Sub, issued no earlier than three Business Days prior to the Closing; (iii) the resignations of the directors and officers of CSOCReliability, in form and substance required by CSOCReliability, duly executed by the resigning directors and officers of CENReliability, to the extent and as required by Section 2.16(a2.15(c) and Section 2.16(b2.15(d); and; (iv) written evidence of the termination of any and all stockholder, voting, buy-sell or similar agreements by and among CSOC Reliability any of its shareholders, which shall be effective as of the Closing; (v) Duly countersigned copies of the Lock-Up Agreements delivered by Maslow pursuant to Section 2.16(a)(v); and (vi) The Registration Rights Agreement, duly executed by Reliability, Mx. Xxxxxxxx and any other Persons with whom a Registration Rights Agreement is entered into pursuant to Section 2.15(b).

Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following: (a) CEN HSH shall deliver to CSOCHSMG: (i) The Articles Certificate of Merger, duly executed by an authorized officer of CENHSH; (ii) a certificate, dated the Closing Date, signed by an officer of CENHSH, in form and substance reasonably acceptable to CSOCHSMG, certifying that each of the conditions set forth in Section 6.01(a) and Section 6.01(b) has been satisfied; (iii) a certificate, dated the Closing Date, signed by a duly authorized officer of CENHSH, dated as of the Closing Date, in form and substance satisfactory to CSOC HSMG attaching and certifying (1) copies of the resolutions or written consents of CEN HSH Board and the Shareholders, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, (2) a true, correct and complete copy of the organizational documents Certificate of CEN Incorporation of HSH certified by the applicable Canadian authority; Secretary of State of the State of Delaware, (3) Bylaws of HSH, and (34) a certificate of good standing and legal existence of CEN HSH issued by the applicable Canadian authority and each jurisdiction in which CEN is licensed or qualified to conduct business as a foreign entity, in each case issued no earlier than three Business Days prior to Secretary of State of the ClosingState of Delaware; (iv) non-foreign affidavit, in the form as agreed to by the Parties prior to the Closingattached hereto as Exhibit A, dated as of the Closing Date, duly executed by each Shareholder and sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that each Shareholder is not a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavits”); and (v) such other documents as CSOC HSMG may reasonably request for the purpose of evidencing the accuracy of any of CENHSH’s representations and warranties; evidencing the performance by CENHSH, or the compliance by CENHSH, in each case as applicable, with any covenant or obligation required to be performed or complied with by CENHSH; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions. (b) CSOC HSMG shall deliver to the Exchange Agent the Merger Consideration pursuant to Section 2.04. (c) CSOC HSMG shall deliver to CENHSH: (i) The Articles Certificate of Merger, duly executed by an authorized officer of the Merger Sub and CSOCHSMG; (ii) a certificate, dated the Closing Date, signed by a duly authorized officer of CSOCHSMG, in form and substance reasonably acceptable to CENHSH, certifying (i) that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied; and (ii) (A) attaching and certifying copies of the resolutions or written consents of CSOC HSMG Board, the Merger Sub Board and CSOC HSMG as the sole stockholder of Merger Sub, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, (B) certifying the name, title and true signature of each officer of CSOC HSMG and Merger Sub executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby, and (C) attaching and certifying (1) a true, correct and complete copy of the Articles Certificate of Incorporation of CSOC HSMG certified by the Secretary of State of the State of WyomingDelaware, (2) Bylaws of CSOCHSMG, (3) a certificate of good standing and legal existence issued by the Secretary of State of the State of Wyoming Delaware for CSOC and each jurisdiction in which CSOC is licensed or qualified to conduct business as a foreign entity, in each case issued no earlier than three Business Days prior to the Closing HSMG and (4) a certificate of good standing and legal existence issued by the Secretary of State of the State of Wyoming Delaware for Merger Sub, issued no earlier than three Business Days prior to the Closing; (iii) the resignations of the directors and officers of CSOCHSMG, in form and substance required by CSOCHSMG, duly executed by the resigning directors and officers of CENHSH, to the extent and as required by Section 2.16(a) and Section 2.16(b); and; (iv) written evidence of the termination of any and all stockholder, voting, buy-sell or similar agreements by and among CSOC HSMG any of its shareholders, which shall be effective as of the Closing; and (v) such other documents as HSH may reasonably request for the purpose of evidencing the accuracy of any of HSMG’s of Merger Sub’s representations and warranties; evidencing the performance by HSMG or Merger Sub, or the compliance by HSH or Merger Sub, in each case as applicable, with any covenant or obligation required to be performed or complied with by HSMG or Merger Sub; or otherwise facilitating the consummation or performance of any of the Contemplated Transactions.