Common use of Closing Deliverables by the Company Clause in Contracts

Closing Deliverables by the Company. At the Closing, the Company shall, and the Warrantors shall procure the Company to, deliver or cause to be delivered to the Purchaser: (a) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered office provider of the Company, evidencing the ownership by the Purchaser of all the Purchased Shares; (b) a copy of the register of directors of each of the Offshore Group Companies set forth on Part A of Schedule G hereto, dated as of the Closing Date and duly certified by the registered agent (or equivalent) of such Offshore Group Company, evidencing the replacement of each of the directors of such Offshore Group Company with individuals designated by the Purchaser; (c) a copy of the resolutions duly and validly adopted by the board of directors of the Company and certified by a director of the Company, evidencing the authorization by the board of directors of the Company of the execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, including (A) the replacement of each of the Outgoing Directors of the Company with individuals designated by the Purchaser (the effectiveness of which may be conditioned upon the Closing); (B) the transfer of the Purchased Shares as contemplated by this Agreement, and (C) such additional resolutions with respect to the termination of the Company Share Incentive Plan and cancellation of the Company Share Awards as necessary to give effect to Section 6.12, in each case of (A) through (C), effective no later than the Closing; (d) a copy of the resolutions duly and validly adopted by the board of directors and shareholders of each of the Offshore Group Companies (excluding the Company) set forth on Part B of Schedule G hereto and certified by a director of such Offshore Group Company, evidencing the replacement of each of the Outgoing Directors of such Offshore Group Company with individuals designated by the Purchaser (the effectiveness of which may be conditioned upon the Closing), in each case, effective no later than the Closing; (e) duly executed resignation and release letters (the effectiveness of which may be conditioned upon the Closing), dated no later than the Closing Date, of each of the Outgoing Directors of each Offshore Group Company, in the form set forth in Exhibit A hereto; (f) the official chop, financial chop and contract chop of each Group Company and all other chops capable of representing any Group Company (if any), the books and accounts of each Group Company together with a checklist on which all these delivered items are listed; (g) the originals of all the forms and documents required by the relevant banks to effect the change of authorized signatures to all bank accounts of each Group Company, duly affixed with the company chop of such Group Company; (h) the following items in respect of each of the PRC Group Companies: (i) its current business license; (ii) the USB Keys (U盾) and other electronic devices to operate all of its existing bank accounts (if applicable); and (iii) duly executed originals of all the forms and documents required by the relevant banks to effect the change of authorized signatures to all of its bank accounts, as determined by the Purchaser; (i) with respect to (A) the transfer of all of the equity interests in each of the Hangzhou Youmai and Zhejiang Anxiong to be transferred to one or more Persons designated by the Purchaser (the “Purchaser Nominees”), for purchase prices provided in the Onshore Equity Transfer Agreements in the form set forth in Exhibit D hereto (the aggregate amount of all such purchase prices, the “Onshore Purchase Price”) and on such other terms and conditions therein (the “Onshore Equity Transfers”), and (B) termination of the existing Control Documents with respect to Hangzhou Youmai and Zhejiang Anxiong and the entry into new control agreements between Purchaser Nominees and Hangzhou Wuweixiong with respect to each of Hangzhou Youmai and Zhejiang Anxiong: (i) the originals of all filings and documents required by the relevant Government Authorities (including without limitation, the SAMR) executed by such PRC Group Company and its existing legal representative and other supporting/application documents necessary to effect the Onshore Equity Transfers (other than those that shall be signed by the individual(s) nominated by the Purchaser), each in such form and contain such information as required by the relevant Government Authorities; (ii) the termination agreements, each in the form set forth in Exhibit E hereto, in respect of the termination of the existing Control Documents with respect to Hangzhou Youmai and Zhejiang Anxiong, each in the form set forth in Exhibit E hereto, duly executed by each party thereto; and (iii) the new control agreements, each in the form set forth in Exhibit F hereto, with respect to each of Hangzhou Youmai and Zhejiang Anxiong, duly executed by each party thereto, other than the Purchaser Nominees; (j) all the accounting book ledgers (whether in electronic or hard copies) of the financial system, the accounting documents, financial statements, audit reports, contracts, documents and certificates of each Group Company since its incorporation to the Closing Date; (k) a certificate of good standing of the Company, dated as of a date no earlier than ten (10) Business Days prior to the Closing Date, issued by the Registrar of Companies of the Cayman Islands; and (l) a copy of the related party termination agreement, dated as of the Closing Date and duly executed by each party thereto in the form set forth in Exhibit J hereto. provided, in the case of the items described in (f) to (h) and (j) above, such item shall be deemed to have been delivered if it is made available for inspection by the Purchaser or its representatives at the principal place of business of any Group Company.

Closing Deliverables by the Company. At the Closing, the Company shallshall deliver, and the Warrantors shall procure the Company to, deliver or cause to be delivered delivered, to Purchaser the Purchaserfollowing: (a) a copy written resignations of the register of members each officer and director of the Company; (b) a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Purchaser) executed by the chief executive officer of the Company certifying as to the fulfillment of the conditions specified in Section 8.1(a) and 8.1(b); (c) a certificate of good standing with respect to the Company issued by the Secretary of State of the State of Delaware within 10 days of the Closing Date; (d) payoff letters in a commercially reasonable form with respect to the Repaid Closing Indebtedness, which letters provide for the release of all Liens relating to the Repaid Closing Indebtedness following satisfaction of the terms contained in such payoff letters; (e) a certificate dated as of the Closing Date and duly certified signed by the registered office provider Secretary of the Company certifying as to (A) the charter documents of the Company, evidencing the ownership by the Purchaser of all the Purchased Shares; (bB) a copy of the register of directors of each of the Offshore Group Companies set forth on Part A of Schedule G hereto, dated as of the Closing Date and duly certified by the registered agent (or equivalent) of such Offshore Group Company, evidencing the replacement of each of the directors of such Offshore Group Company with individuals designated by the Purchaser; (c) a copy of the resolutions duly and validly adopted by the board of directors of the Company authorizing the execution, delivery and certified by a director of the Company, evidencing the authorization by the board of directors of the Company of the execution and delivery performance of this Agreement and the other Transaction Documents to which the Company is a party all related agreements, covenants and instruments, and the consummation of the transactions contemplated hereby and thereby, including (A) the replacement of each of the Outgoing Directors of the Company with individuals designated by the Purchaser (the effectiveness of which may be conditioned upon the Closing); (B) the transfer of the Purchased Shares as contemplated by this Agreement, and (C) such additional resolutions with respect to the termination incumbency and signatures of the officers of the Company Share Incentive Plan executing this Agreement and cancellation of any other document relating to the Company Share Awards as necessary to give effect to Section 6.12, in each case of (A) through (C), effective no later than the Closing; (d) a copy of the resolutions duly and validly adopted by the board of directors and shareholders of each of the Offshore Group Companies (excluding the Company) set forth on Part B of Schedule G hereto and certified by a director of such Offshore Group Company, evidencing the replacement of each of the Outgoing Directors of such Offshore Group Company with individuals designated by the Purchaser (the effectiveness of which may be conditioned upon the Closing), in each case, effective no later than the Closing; (e) duly executed resignation and release letters (the effectiveness of which may be conditioned upon the Closing), dated no later than the Closing Date, of each of the Outgoing Directors of each Offshore Group Company, in the form set forth in Exhibit A heretotransactions contemplated hereby; (f) consents set forth under Schedule 3.2(f) to the official chopconsummation of the transactions contemplated hereby under or with respect to, financial chop and contract chop any Material Contract, where the consummation of each Group Company and all other chops capable the transactions contemplated hereby would be prohibited or constitute an event of representing any Group Company (if any)default, or grounds for acceleration or termination, in the books and accounts absence of each Group Company together with a checklist on which all these delivered items are listedsuch consent; (g) evidence of the originals issuance of all the forms and documents required by the relevant banks to effect the change of authorized signatures to all bank accounts of each Group Company, duly affixed with the company chop of such Group CompanyTail Insurance Policy; (h) the following items in respect of each of the PRC Group Companies: (i) its current business license; (ii) the USB Keys (U盾) and other electronic devices to operate all of its existing bank accounts (if applicable); and (iii) duly executed originals of all the forms and documents required by the relevant banks to effect the change of authorized signatures to all of its bank accounts, as determined by the Purchaser; (i) invoices with respect to (A) the transfer of all of the equity interests in each of the Hangzhou Youmai and Zhejiang Anxiong to be transferred to one or more Persons designated by the Purchaser (the “Purchaser Nominees”), for purchase prices provided in the Onshore Equity Transfer Agreements in the form set forth in Exhibit D hereto (the aggregate amount of all such purchase prices, the “Onshore Purchase Price”) and on such other terms and conditions therein (the “Onshore Equity Transfers”), and (B) termination of the existing Control Documents with respect to Hangzhou Youmai and Zhejiang Anxiong and the entry into new control agreements between Purchaser Nominees and Hangzhou Wuweixiong with respect to each of Hangzhou Youmai and Zhejiang Anxiong:Selling Expenses; and (i) the originals of all filings and documents required by the relevant Government Authorities (including without limitation, the SAMR) executed by such PRC Group Company and its existing legal representative and other supporting/application documents necessary to effect the Onshore Equity Transfers (other than those that shall be signed by the individual(s) nominated by the Purchaser), each in such form and contain such information as required by the relevant Government Authorities; (ii) the termination agreements, each escrow agreement in the form set forth in attached hereto as Exhibit E hereto, in respect of B (the termination of the existing Control Documents with respect to Hangzhou Youmai and Zhejiang Anxiong, each in the form set forth in Exhibit E hereto“Escrow Agreement”), duly executed by each party thereto; and (iii) the new control agreements, each in the form set forth in Exhibit F hereto, with respect to each of Hangzhou Youmai Escrow Agent and Zhejiang Anxiong, duly executed by each party thereto, other than the Purchaser Nominees; (j) all the accounting book ledgers (whether in electronic or hard copies) of the financial system, the accounting documents, financial statements, audit reports, contracts, documents and certificates of each Group Company since its incorporation to the Closing Date; (k) a certificate of good standing of the Company, dated as of a date no earlier than ten (10) Business Days prior to the Closing Date, issued by the Registrar of Companies of the Cayman Islands; and (l) a copy of the related party termination agreement, dated as of the Closing Date and duly executed by each party thereto in the form set forth in Exhibit J hereto. provided, in the case of the items described in (f) to (h) and (j) above, such item shall be deemed to have been delivered if it is made available for inspection by the Purchaser or its representatives at the principal place of business of any Group CompanySeller Representative.

Closing Deliverables by the Company. At the Closing, the The Company shall, and the Warrantors shall procure the Company to, deliver to (or cause to be delivered to) the Parent at the Closing on the Closing Date (or on the date indicated below) the following agreements and documents, all reasonably satisfactory in form and substance to the PurchaserParent and its legal counsel: (ai) a copy certificates representing all issued and outstanding shares of the register Common Stock; (ii) all corporate minute and stock books, stock ledgers and corporate seals of the Company; (iii) written resignations of all officers and members of the Board of Directors of the Company; (iv) applicable FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Section 1.897-2(h)(2) of the Treasury Regulations dated as of the Closing Date and duly certified executed by the registered office provider of the Company, evidencing together with written authorization for the ownership by Parent to deliver such notice form to the Purchaser IRS on behalf of all Company after the Purchased Shares; Closing, and (bB) a copy of the register of directors of each of the Offshore Group Companies set forth on Part A of Schedule G hereto, FIRPTA Notification Letter dated as of the Closing Date and duly certified executed by the registered agent (or equivalent) of such Offshore Group Company, evidencing the replacement of each an officer of the directors of such Offshore Group Company with individuals designated by the PurchaserCompany; (cv) evidence, in form and substance reasonably satisfactory to Parent, that the approval of the Company’s Board of Directors and the Company Stockholder Approval (prior to the Closing) have been obtained by the Company; (vi) a certificate of an officer of the Company to be delivered two (2) business days prior to the Closing Date certifying that attached thereto is a true, complete and accurate listing of each holder of record of outstanding shares of the Common Stock immediately prior to the Effective Time whose shares are to be converted pursuant to this Agreement, including the number of shares of Parent Common Stock such holder is entitled to receive pursuant to this Agreement, and any other information reasonably requested by the Parent (the “Company Stock Record”); (vii) a certificate of an officer of the Company dated the Closing Date, certifying that attached thereto is (A) a true, correct and complete certified copy of the resolutions duly and validly adopted by the board Certificate of directors of the Company and certified by a director Incorporation of the Company, evidencing (B) a true, correct and complete copy of the authorization bylaws of the Company, (C) a true, correct and complete copy of any resolutions adopted by the board Board of directors Directors and the resolutions adopted by the stockholders of the Company of approving the execution and delivery of this the is Agreement and the other Transaction Documents to which the Company is Merger, and (D) a party and the consummation of the transactions contemplated hereby and thereby, including (A) the replacement of each of the Outgoing Directors recent good standing certificate of the Company with individuals designated issued by the Purchaser Delaware Secretary of State; (the effectiveness of which viii) such other documents and instruments as may be conditioned upon reasonably required to effectuate the Closing); (B) the transfer of the Purchased Shares as transactions contemplated by this Agreement, and (C) such additional resolutions with respect to the termination of the Company Share Incentive Plan and cancellation of the Company Share Awards as necessary to give effect to Section 6.12, in each case of (A) through (C), effective no later than the Closing; (d) a copy of the resolutions duly and validly adopted by the board of directors and shareholders of each of the Offshore Group Companies (excluding the Company) set forth on Part B of Schedule G hereto and certified by a director of such Offshore Group Company, evidencing the replacement of each of the Outgoing Directors of such Offshore Group Company with individuals designated by the Purchaser (the effectiveness of which may be conditioned upon the Closing), in each case, effective no later than the Closing; (e) duly executed resignation and release letters (the effectiveness of which may be conditioned upon the Closing), dated no later than the Closing Date, of each of the Outgoing Directors of each Offshore Group Company, in the form set forth in Exhibit A hereto; (f) the official chop, financial chop and contract chop of each Group Company and all other chops capable of representing any Group Company (if any), the books and accounts of each Group Company together with a checklist on which all these delivered items are listed; (g) the originals of all the forms and documents required by the relevant banks to effect the change of authorized signatures to all bank accounts of each Group Company, duly affixed with the company chop of such Group Company; (h) the following items in respect of each of the PRC Group Companies: (i) its current business license; (ii) the USB Keys (U盾) and other electronic devices to operate all of its existing bank accounts (if applicable); and (iii) duly executed originals of all the forms and documents required by the relevant banks to effect the change of authorized signatures to all of its bank accounts, as determined by the Purchaser; (i) with respect to (A) the transfer of all of the equity interests in each of the Hangzhou Youmai and Zhejiang Anxiong to be transferred to one or more Persons designated by the Purchaser (the “Purchaser Nominees”), for purchase prices provided in the Onshore Equity Transfer Agreements in the form set forth in Exhibit D hereto (the aggregate amount of all such purchase prices, the “Onshore Purchase Price”) and on such other terms and conditions therein (the “Onshore Equity Transfers”), and (B) termination of the existing Control Documents with respect to Hangzhou Youmai and Zhejiang Anxiong and the entry into new control agreements between Purchaser Nominees and Hangzhou Wuweixiong with respect to each of Hangzhou Youmai and Zhejiang Anxiong: (i) the originals of all filings and documents required by the relevant Government Authorities (including without limitation, the SAMR) executed by such PRC Group Company and its existing legal representative and other supporting/application documents necessary to effect the Onshore Equity Transfers (other than those that shall be signed by the individual(s) nominated by the Purchaser), each in such form and contain such information as required by the relevant Government Authorities; (ii) the termination agreements, each in the form set forth in Exhibit E hereto, in respect of the termination of the existing Control Documents with respect to Hangzhou Youmai and Zhejiang Anxiong, each in the form set forth in Exhibit E hereto, duly executed by each party thereto; and (iii) the new control agreements, each in the form set forth in Exhibit F hereto, with respect to each of Hangzhou Youmai and Zhejiang Anxiong, duly executed by each party thereto, other than the Purchaser Nominees; (j) all the accounting book ledgers (whether in electronic or hard copies) of the financial system, the accounting documents, financial statements, audit reports, contracts, documents and certificates of each Group Company since its incorporation to the Closing Date; (k) a certificate of good standing of the Company, dated as of a date no earlier than ten (10) Business Days prior to the Closing Date, issued by the Registrar of Companies of the Cayman Islands; and (l) a copy of the related party termination agreement, dated as of the Closing Date and duly executed by each party thereto in the form set forth in Exhibit J hereto. provided, in the case of the items described in (f) to (h) and (j) above, such item shall be deemed to have been delivered if it is made available for inspection by the Purchaser or its representatives at the principal place of business of any Group Company.

Closing Deliverables by the Company. At the Closing, the The Company shall, and the Warrantors shall procure the Company to, deliver to (or cause to be delivered to) the Parent at the Closing on the Closing Date (or on the date indicated below) the following agreements and documents, all reasonably satisfactory in form and substance to the PurchaserParent and its legal counsel: (ai) a copy certificates representing all issued and outstanding shares of the register Company Common Stock; (ii) all corporate minute and stock books, stock ledgers and corporate seals of the Company; (iii) written resignations of all officers and members of the CompanyBoard of Directors of the Company who will not be officers or directors of the Surviving Corporation pursuant to this Agreement; (iv) applicable FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Section 1.897-2(h)(2) of the Treasury Regulations dated as of the Closing Date and duly certified executed by the registered office provider of the Company, evidencing together with written authorization for the ownership by Parent to deliver such notice form to the Purchaser IRS on behalf of all Company after the Purchased Shares; Closing, and (bB) a copy of the register of directors of each of the Offshore Group Companies set forth on Part A of Schedule G hereto, FIRPTA Notification Letter dated as of the Closing Date and duly certified executed by the registered agent (or equivalent) of such Offshore Group Company, evidencing the replacement of each an officer of the directors of such Offshore Group Company with individuals designated by the PurchaserCompany; (cv) a certificate of an officer of the Company to be delivered two (2) business days prior to the Closing Date certifying that attached thereto is a true, complete and accurate listing of each holder of record of outstanding shares of the Company Common Stock immediately prior to the Effective Time whose shares are to be converted pursuant to this Agreement, including the number of shares of the Parent Preferred Stock and Parent Common Stock such holder is entitled to receive pursuant to this Agreement, and any other information reasonably requested by the Parent (the “Company Stock Record”); (vi) a certificate of an officer of the Company dated the Closing Date, certifying that attached thereto is (A) a true, correct and complete certified copy of the resolutions duly and validly adopted by the board Certificate of directors of the Company and certified by a director Incorporation of the Company, evidencing (B) a true, correct and complete copy of the authorization bylaws of the Company, (C) a true, correct and complete copy of any resolutions adopted by the board Board of directors Directors and the resolutions adopted by the stockholders of the Company of approving the execution and delivery of this the is Agreement and the other Transaction Documents to which the Company is Merger, (D) a party and the consummation of the transactions contemplated hereby and thereby, including (A) the replacement of each of the Outgoing Directors recent good standing certificate of the Company with individuals designated issued by the Purchaser Delaware Secretary of State, and (E) a recent certificate of qualification from the effectiveness Secretary of which State of California; (vii) a certificate of an officer of the Company in accordance with Section 6.3(a) hereof; (viii) such other documents and instruments as may be conditioned upon reasonably required to effectuate the Closing); (B) the transfer of the Purchased Shares as transactions contemplated by this Agreement, and (C) such additional resolutions with respect to the termination of the Company Share Incentive Plan and cancellation of the Company Share Awards as necessary to give effect to Section 6.12, in each case of (A) through (C), effective no later than the Closing; (d) a copy of the resolutions duly and validly adopted by the board of directors and shareholders of each of the Offshore Group Companies (excluding the Company) set forth on Part B of Schedule G hereto and certified by a director of such Offshore Group Company, evidencing the replacement of each of the Outgoing Directors of such Offshore Group Company with individuals designated by the Purchaser (the effectiveness of which may be conditioned upon the Closing), in each case, effective no later than the Closing; (e) duly executed resignation and release letters (the effectiveness of which may be conditioned upon the Closing), dated no later than the Closing Date, of each of the Outgoing Directors of each Offshore Group Company, in the form set forth in Exhibit A hereto; (f) the official chop, financial chop and contract chop of each Group Company and all other chops capable of representing any Group Company (if any), the books and accounts of each Group Company together with a checklist on which all these delivered items are listed; (g) the originals of all the forms and documents required by the relevant banks to effect the change of authorized signatures to all bank accounts of each Group Company, duly affixed with the company chop of such Group Company; (h) the following items in respect of each of the PRC Group Companies: (i) its current business license; (ii) the USB Keys (U盾) and other electronic devices to operate all of its existing bank accounts (if applicable); and (iii) duly executed originals of all the forms and documents required by the relevant banks to effect the change of authorized signatures to all of its bank accounts, as determined by the Purchaser; (i) with respect to (A) the transfer of all of the equity interests in each of the Hangzhou Youmai and Zhejiang Anxiong to be transferred to one or more Persons designated by the Purchaser (the “Purchaser Nominees”), for purchase prices provided in the Onshore Equity Transfer Agreements in the form set forth in Exhibit D hereto (the aggregate amount of all such purchase prices, the “Onshore Purchase Price”) and on such other terms and conditions therein (the “Onshore Equity Transfers”), and (B) termination of the existing Control Documents with respect to Hangzhou Youmai and Zhejiang Anxiong and the entry into new control agreements between Purchaser Nominees and Hangzhou Wuweixiong with respect to each of Hangzhou Youmai and Zhejiang Anxiong: (i) the originals of all filings and documents required by the relevant Government Authorities (including without limitation, the SAMR) executed by such PRC Group Company and its existing legal representative and other supporting/application documents necessary to effect the Onshore Equity Transfers (other than those that shall be signed by the individual(s) nominated by the Purchaser), each in such form and contain such information as required by the relevant Government Authorities; (ii) the termination agreements, each in the form set forth in Exhibit E hereto, in respect of the termination of the existing Control Documents with respect to Hangzhou Youmai and Zhejiang Anxiong, each in the form set forth in Exhibit E hereto, duly executed by each party thereto; and (iii) the new control agreements, each in the form set forth in Exhibit F hereto, with respect to each of Hangzhou Youmai and Zhejiang Anxiong, duly executed by each party thereto, other than the Purchaser Nominees; (j) all the accounting book ledgers (whether in electronic or hard copies) of the financial system, the accounting documents, financial statements, audit reports, contracts, documents and certificates of each Group Company since its incorporation to the Closing Date; (k) a certificate of good standing of the Company, dated as of a date no earlier than ten (10) Business Days prior to the Closing Date, issued by the Registrar of Companies of the Cayman Islands; and (l) a copy of the related party termination agreement, dated as of the Closing Date and duly executed by each party thereto in the form set forth in Exhibit J hereto. provided, in the case of the items described in (f) to (h) and (j) above, such item shall be deemed to have been delivered if it is made available for inspection by the Purchaser or its representatives at the principal place of business of any Group Company.