Common use of Closing Deliverables by Parent Clause in Contracts

Closing Deliverables by Parent. Subject to the conditions set forth in this Agreement, on or before the Closing Date Parent shall deliver to the Company: (i) an executed copy of an instruction letter in form and substance reasonably acceptable to the Company that has been delivered to the Transfer Agent instructing the Transfer Agent to issue the Parent Common Stock to the Company Shareholders in accordance with the allocations to be provided by the Company to the Parent prior to the Closing; (ii) a certificate of the Secretary of the Parent in customary form (the “Parent Secretary’s Certificate”), certifying that attached thereto are true and complete copies of (A) the Organizational Documents of the Parent and the Merger Sub, (B) all resolutions adopted by the Board of Directors of the Parent and the Merger Sub authorizing the execution, delivery, and performance of this Agreement and the other applicable Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the election of two (2) additional members to the Parent Board, and that all such resolutions are in full force and effect, (C) an incumbency certificate certifying the signatures and incumbency of the Parent and the Merger Sub authorized signatories to this Agreement and the Transaction Documents; and (D) a good standing certificate, dated within ten (10) days prior to the Closing Date, from the Secretary of State of each state in which the Parent and the Merger Sub was incorporated and each state in which the Parent and the Merger Sub is qualified to do business, each stating that the Company and the Merger Sub, as applicable, is in good standing therein; (iii) a certificate of an authorized officer of the Parent in customary form (the “Parent Closing Certificate”), dated as of the Closing Date, stating that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; and (iv) the Debt Purchase Agreement, duly executed by the Parent.

Closing Deliverables by Parent. Subject Parent agrees to deliver to (or cause to be delivered to) Company at the conditions set forth in this Agreement, Closing on or before the Closing Date Parent shall deliver the following agreements and documents, all reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel: (i) a certificate of an executed officer of Parent in a form approved in advance by Company, dated the Closing Date, certifying that attached thereto is (A) a true, correct and complete certified copy of an instruction letter in form the Certificate of Incorporation of Parent, (B) a true, correct and substance reasonably acceptable to complete copy of the Company that has been delivered to the Transfer Agent instructing the Transfer Agent to issue the Parent Common Stock to the Company Shareholders in accordance with the allocations to be provided by-laws of Parent, and (C) a true, correct and complete copy of any resolutions adopted by the Company Board of Directors of Parent relating to this Agreement or the Parent prior to the Closingtransactions contemplated hereby; (ii) a certificate of an officer of Merger Sub in a form approved in advance by Company, dated the Secretary of the Parent in customary form (the “Parent Secretary’s Certificate”)Closing Date, certifying that attached thereto are true and complete copies of is (A) the Organizational Documents a true, correct and complete certified copy of the Parent and the Certificate of Incorporation of Merger Sub, (B) all a true, correct and complete copy of the by-laws of Merger Sub, and (C) a true, correct and complete copy of any resolutions adopted by the Board of Directors or the stockholders of the Parent and the Merger Sub authorizing the execution, delivery, and performance of relating to this Agreement and the other applicable Transaction Documents and the consummation of or the transactions contemplated hereby and thereby, including, without limitation, the election of two (2) additional members to the Parent Board, and that all such resolutions are in full force and effect, (C) an incumbency certificate certifying the signatures and incumbency of the Parent and the Merger Sub authorized signatories to this Agreement and the Transaction Documents; and (D) a good standing certificate, dated within ten (10) days prior to the Closing Date, from the Secretary of State of each state in which the Parent and the Merger Sub was incorporated and each state in which the Parent and the Merger Sub is qualified to do business, each stating that the Company and the Merger Sub, as applicable, is in good standing thereinhereby; (iii) a certificate duly executed signature page of an authorized officer Parent to the Line Letter and the Demand Note; (iv) a duly executed signature page of Parent to the Master Services Agreement; (v) a duly executed signature page of Parent in customary form (to the “Parent Closing Certificate”), dated as of the Closing Date, stating that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfiedLicense Agreement; and (ivvi) such other documents and instruments as may be reasonably required to effectuate the Debt Purchase Agreement, duly executed by terms of this Agreement and to comply with the Parentterms hereof.

Closing Deliverables by Parent. Subject Parent agrees to deliver to (or cause to be delivered to) Company at the conditions set forth in this Agreement, Closing on or before the Closing Date Parent shall deliver the following agreements and documents, all reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel: (i) an executed copy written resignations of an instruction letter in form and substance reasonably acceptable all members of the Board of Directors of Parent who will not be directors of Parent upon the Closing pursuant to the Company that has been delivered to the Transfer Agent instructing the Transfer Agent to issue the Parent Common Stock to the Company Shareholders in accordance with the allocations to be provided by the Company to the Parent prior to the Closingthis Agreement; (ii) a certificate of the Secretary an officer of the Parent in customary a form (approved in advance by Company, dated the “Parent Secretary’s Certificate”)Closing Date, certifying that attached thereto are true and complete copies of is (A) the Organizational Documents a true, correct and complete certified copy of the Certificate of Incorporation of Parent and all amendments and/or restatements thereof (collectively, the Merger Sub"Parent Charter"), (B) a true, correct and complete copy of the Bylaws of Parent and all amendments and/or restatements thereof (collectively, the "Parent Bylaws"), (C) a true, correct and complete copy of any resolutions adopted by the Board of Directors of the Parent and the Merger Sub authorizing the execution, delivery, and performance of this Agreement and the other applicable Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the election of two (2) additional members to the Parent Board, and that all such resolutions are in full force and effect, (C) an incumbency certificate certifying the signatures and incumbency of the Parent and the Merger Sub authorized signatories relating to this Agreement and or the Transaction Documents; Transactions, and (D) a recent good standing certificate, dated within ten (10) days prior to the Closing Date, from certificate of Parent issued by the Secretary of State of each state in which the Parent and the Merger Sub was incorporated and each state in which the Parent and the Merger Sub is qualified to do business, each stating that the Company and the Merger Sub, as applicable, is in good standing thereinDelaware; (iii) a certificate of an authorized officer of the Parent Merger Sub in customary a form (the “Parent Closing Certificate”)approved in advance by Company, dated as of the Closing Date, stating certifying that attached thereto is (A) a true, correct and complete certified copy of the Certificate of Incorporation of Merger Sub, (B) a true, correct and complete copy of the Bylaws of Merger Sub, and (C) a true, correct and complete copy of any resolutions adopted by the Board of Directors relating to this Agreement or the Transactions; (iv) a certificate, signed by Parent's chief executive officer or other senior officer on behalf of Parent, dated the Closing Date, in a form approved in advance by the Company, certifying to the effect that the conditions set forth in Sections 7.2(aSection 8.3(a) and 7.2(bSection 8.3(b) of this Agreement have been satisfied. (v) a fully executed copy of the Investor Rights Agreement; (vi) a fully executed copy of the Escrow Agreement; (vii) a fully executed copy of the letter agreement in the form attached as Schedule 4.8(c) of the Salix/Napo Settlement Agreement; and (ivviii) such other documents and instruments as may be reasonably required to effectuate the Debt Purchase Agreement, duly executed by terms of this Agreement and to comply with the Parentterms hereof.

Closing Deliverables by Parent. Subject Parent agrees to deliver to (or cause to be delivered to) Company at the Closing on the Closing Date the following agreements and documents, all reasonably satisfactory in form and substance to Company and its legal counsel: (i) a certificate, dated as of the Closing Date, signed on behalf of Parent by each of the Chief Executive Officer and Chief Financial Officer of Parent certifying that the conditions set forth in this Agreement, on or before Section ‎7.1 and Section ‎7.2 have been duly satisfied (the Closing Date “Parent shall deliver to the Company: (i) an executed copy of an instruction letter in form and substance reasonably acceptable to the Company that has been delivered to the Transfer Agent instructing the Transfer Agent to issue the Parent Common Stock to the Company Shareholders in accordance with the allocations to be provided by the Company to the Parent prior to the ClosingCompliance Certificate”); (ii) a certificate written resignations of the Secretary all officers and members of the Parent in customary form (the “Parent Secretary’s Certificate”), certifying that attached thereto are true and complete copies of (A) the Organizational Documents of the Parent and the Merger Sub, (B) all resolutions adopted by the Board of Directors of the Parent and the Merger Sub authorizing the execution, delivery, and performance of this Agreement and the other applicable Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the election of two (2) additional members to the Parent Board, and that all such resolutions are in full force and effect, (C) an incumbency certificate certifying the signatures and incumbency each member of the Parent and Group who will not be officers or directors of such member of the Merger Sub authorized signatories Parent Group upon the Closing pursuant to this Agreement and the Transaction Documents; and (D) a good standing certificate, dated within ten (10) days prior to the Closing Date, from the Secretary of State of each state in which the Parent and the Merger Sub was incorporated and each state in which the Parent and the Merger Sub is qualified to do business, each stating that the Company and the Merger Sub, as applicable, is in good standing thereinAgreement; (iii) a certificate of an authorized officer of the Parent in customary a form (the “Parent Closing Certificate”)approved in advance by Company, dated as of the Closing Date, stating certifying that attached thereto is (A) a true, correct and complete certified copy of the conditions set forth Certificate of Incorporation of Parent, (B) a true, correct and complete copy of the by-laws of Parent, (C) a true, correct and complete copy of any resolutions adopted by the Board of Directors of Parent relating to this Agreement or the transactions contemplated hereby (including resolutions approving the appointment of the officers and directors of each member of the Parent Group as contemplated by Section ‎1.5), in Sections 7.2(aeach case as are then in full force and effect, and (D) a recent good standing certificate of each member of the Parent Group issued by the Secretary of State of such entity’s incorporation or formation and 7.2(bof each other jurisdiction in which such entity is required to be qualified to do business; (iv) have been satisfieda certificate of an officer of Merger Sub in a form approved in advance by Company, dated the Closing Date, certifying that attached thereto is (A) a true, correct and complete certified copy of the Certificate of Incorporation of Merger Sub, (B) a true, correct and complete copy of the by-laws of Merger Sub, and (C) a true, correct and complete copy of any resolutions adopted by the Board of Directors or the stockholders of Merger Sub relating to this Agreement or the transactions contemplated hereby (including resolutions approving the appointment of the officers and directors of Parent as contemplated by Section ‎1.5), in each case as are then in full force and effect; (v) a duly executed Registration Rights Agreement signed by Parent and Xxxxxxxx Xxxxxx in the form of Exhibit A hereto; (vi) a duly executed Lock-Up Agreement signed by Xxxxxxxx Xxxxxx and Xxxxxxxxx Xxxxxxxxxx, in the form of Exhibit B hereto; (vii) a duly executed Amendment No. 4 to Employment Agreement signed by Parent and Xxxxxxxxx Xxxxxxxxxx in the form of Exhibit D hereto; (viii) a duly executed Employment Agreement signed by Parent and Xxxxxxxx Xxxxxx in the form of Exhibit E hereto; (ix) amendment agreements regarding Xxxxxxxx Xxxxxx’x Restricted Stock in the forms of Exhibit F hereto; (x) a duly executed Employment Agreement between Parent and Xxxxx Xxxx signed by Parent in the form of Exhibit G hereto; (xi) a duly executed Escrow Agreement signed by Parent in the form of Exhibit C hereto; and (ivxii) such other documents and instruments as may be reasonably required to effectuate the Debt Purchase Agreement, duly executed by terms of this Agreement and to comply with the Parentterms hereof.