Common use of Closing Deliveries and Conditions to Closing Clause in Contracts

Closing Deliveries and Conditions to Closing. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser, and the obligations of the Purchaser to close the purchase of the Securities shall be subject to the fulfillment or satisfaction of, each of the following: (i) The Indenture duly executed by the Company, each of the Guarantors and the Trustee and a note duly executed by the Company and authenticated by the Trustee pursuant to the terms of the Indenture evidencing the principal amount of Securities set forth below the Purchaser’s name on the signature page hereto. (ii) The Guarantees duly executed by each of the Guarantors pursuant to the terms of the Indenture. (iii) The legal opinions of Xxxxxxxx & Wedge, special Nevada counsel to the Company, and Xxxxx & XxXxxxxx LLP, special counsel to the Company, each in agreed form, addressed to the Purchaser. (iv) The Registration Rights Agreement duly executed by the Company. (v) The Security Documents duly executed by the Company, each of the Guarantors and the Collateral Agent, as applicable, and the Company and each of the Guarantors shall have taken all actions required thereunder to perfect the security interests to be granted under the Security Documents. (vi) The representations and warranties made by the Company in Article III shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), all covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company and each of the Guarantors prior to the Closing shall have been performed or complied with (or waived by the Purchaser), and the Company and each of the Guarantors shall have obtained any approvals, consents and qualifications necessary to perform their respective obligations hereunder. (vii) The Company shall have delivered to the Purchaser at the Closing a certificate signed on its behalf by its Chief Executive Officer certifying that the conditions specified in Section 2.2 hereof have been fulfilled. (viii) At the Closing, the Company shall have delivered to the Purchaser copies of each of the following, in each case certified by the Secretary of the Corporation to be in full force and effect on the date of the Closing: (a) the articles of incorporation of the Company and certificate of formation for each of the Guarantors as of the Closing (which shall be the Articles) certified by the Secretary of State of the State of Nevada as of a date not more than ten (10) days prior to the Closing; (b) a good standing certificate with respect to the Company and each of the Guarantors certified by the Secretary of State of the requisite entity’s state of incorporation or formation as of a date not more than ten (10) days prior to the Closing; (c) the by-laws of the Company and operating agreement of each of the Guarantors; (d) resolutions of the board or directors, and, as necessary, the shareholders of the Company, authorizing the execution, delivery and performance of the Asset Purchase Agreement, the Transaction Documents, and the transactions contemplated hereby and thereby, including the issuance and sale of the Securities and the reservation of the Conversion Shares; and (e) resolutions of the board of directors, and, as necessary, the members of each of the Guarantors, authorizing the execution, delivery and performance of the Asset Purchase Agreement, Transaction Documents, as applicable, and the transactions contemplated hereby and thereby. (f) a certificate with respect to the Company and each of the Guarantors evidencing the Company’s and each of the Guarantors’ qualification as a foreign corporation or limited liability company, as applicable, and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each of the Guarantors conduct business, as of a date within 10 days of the Closing Date. (x) At the Closing, the Company shall pay (or reimburse the Purchaser for) the fees and expenses of the Purchaser specified in Section 5.1 as payable by the Company. (xi) As of the Closing, the purchase of the Securities by the Purchaser shall be legally permitted by all laws and regulations to which the Purchaser, the Company and each of the Guarantors are subject. (xii) As of the Closing, all authorizations, approvals or permits of, or filings with any governmental authority, including state securities or “Blue Sky” offices, that are required by law in connection with the lawful sale and issuance of the Securities, including the conversion of the Securities into the Conversion Shares, shall have been duly obtained by the Company, and shall be effective as of the Closing. (xiii) All corporate and other proceedings in connection with the transactions contemplated by the Transaction Documents, and all documents and instruments incident to such transactions, shall be satisfactory in form and substance to the Purchaser, and the Purchaser shall have received at or prior to the Closing all such documents as the Purchaser shall have requested. (xiv) The Company shall have received net proceeds in the aggregate from the sale of the Securities to the Purchasers under this Agreement and the Other Purchase Agreements in an amount not less than the amount set forth on Schedule A hereto. (xv) The Acquisition shall have been consummated substantially as contemplated by the Asset Purchase Agreement. Other than Permitted Indebtedness (as defined in the Indenture), the Acquisition will be consummated without the incurrence of any indebtedness by the Company. (xvi) The Securities shall have been approved for trading on the Private Offerings, Resales and Trading through Automatic Linkages (“PORTAL”) system of the National Association of Securities Dealers, Inc., subject only to notice of issuance at or prior to the time of purchase. (xvii) The Company shall have delivered to the Purchaser lock-up agreements in the form attached hereto as Exhibit B (the “Lock-Up Agreement”) executed and delivered by the directors and officers of the Company. (xiii) The Company shall have delivered the Letter of Credit to the LC Agent.

Closing Deliveries and Conditions to Closing. (a) At 8.1 Documents to be Delivered by Siamat the Closing, the Company Siam shall deliver or cause to be delivered to the Purchaser, and the obligations of the Purchaser to close the purchase of the Securities shall be subject to the fulfillment or satisfaction of, each of Vaughan the following: (ia) The Indenture duly A certificate, executed by the Companyan executxxx xxxicer of Siam in such detail as Vaughan shall reasonably request, each certifying that all representatioxx xxx warranties of Siam and SAC made herein were true and complete when made and are true and complete as of the Guarantors Effective Time, as if then made, and the Trustee that all covenants of Siam and a note duly executed by the Company and authenticated by the Trustee pursuant SAC herein required to be complied with on or prior to the terms Effective Time, have been complied with. The delivery of such certificate shall constitute a representation and warranty of Siam as to the Indenture evidencing the principal amount of Securities statements set forth below the Purchaser’s name on the signature page heretotherein. (b) Copies of the resolutions adopted by (i) the Board of Directors and stockholder of SAC, and (ii) The Guarantees duly executed the Board of Directors of Siam, adopting and approving this Agreement, the Merger and the transactions contemplated hereby, and (iii) the Board of Directors and stockholders of Siam, adopting and approving the amendments to the Articles of Incorporation of Siam necessary to effect the changes to Siam's capitalization represented by each Siam in Section 5.2(c) hereof and changing Siam's corporate name to "Vaughan Foods, Inc." to become effective immediately after the Exxxxxxxe Time, certified by their respective Secretaries, and duplicate execution copies of the Guarantors pursuant articles of amendments to the terms articles of incorporation and articles of merger to be filed by Siam and SAC to effect the IndentureMerger and such changes to Siam's articles of incorporation. (iiic) The legal opinions of Xxxxxxxx & WedgeFactual certificates, special Nevada counsel in a form and substance reasonably satisfactory to Vaughan and its counsel, confirming and supporting the Company, and Xxxxx & XxXxxxxx LLP, special counsel to the Company, each representatixxx xx Siam contained in agreed form, addressed to the PurchaserSection 5.2 hereof. (ivd) The Registration Rights Agreement duly executed by the Company. (v) The Security Documents duly executed by the CompanyAn opinion of counsel to Siam and SAC, each of the Guarantors and the Collateral Agent, as applicable, and the Company and each of the Guarantors shall have taken all actions required thereunder to perfect the security interests to be granted under the Security Documents. (vi) The representations and warranties made by the Company in Article III shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and dated as of the Closing Date as though made at that time (except for representations Date, in a form and warranties that speak as of a specific datesubstance reasonably acceptable to Vaughan, which shall be true and correct as of such specified date), all covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company and each of the Guarantors prior respect to the Closing shall have been performed or complied with (or waived by the Purchaser), and the Company and each matters of the Guarantors shall have obtained any approvals, consents and qualifications necessary set forth in Exhibit C to perform their respective obligations hereunderthxx Xxxxement. (viie) The Company shall have delivered to the Purchaser at the Closing a certificate signed on its behalf Such other customary certificates or documents as may be reasonably required by its Chief Executive Officer certifying that the conditions specified in Section 2.2 hereof have been fulfilledVaughan. (viiif) All audited financial statements of Siam required tx xx xxcluded in the Form 8-K Current Report required to be filed by Siam with the SEC with respect to the Merger and the Placement pursuant to the Exchange Act and the applicable rules and regulation thereunder, which financial statements shall be reasonably satisfactory to Vaughan and its counsel and accountants. (g) A true and complete xxxx xf the certificate or articles of amendment of Siam's Certificate or Articles of Incorporation of Siam effecting the amendments referred to in Section 8.1(b) hereof as filed with Nevada Secretary of State, duly certified by such officer. 8.2 Documents to be Delivered by Vaughan At the Closing, Vaughan shall deliver to Siam the Company following: (a) A certificate, xxxxxxed by the President of Vaughan, in such detail as Siam shall have delivered reasonably request, certifxxxx xhat all representations and warranties of Vaughan made herein were true and complete when made and are true and xxxxxxxe as of the Effective Time, as if then made, and that all covenants of Vaughan herein required to be complied with on or prior to the Purchaser copies Efxxxxxxx Time, have been complied with. The delivery of each such certificate shall constitute a representation and warranty of Vaughan as to the followingstatements set forth therein. (b) A copy of thx xxxxlutions adopted by the Board of Directors and, in each case if legally required, stockholders of Vaughan adopting and approving this Agreement, the Merger, and the traxxxxxxxns contemplated hereby, certified by the Secretary of the Corporation to be in full force and effect on the date of the Closing: (a) the articles of incorporation of the Company and certificate of formation for each of the Guarantors as of the Closing (which shall be the Articles) certified by the Secretary of State of the State of Nevada as of a date not more than ten (10) days prior to the Closing; (b) a good standing certificate with respect to the Company and each of the Guarantors certified by the Secretary of State of the requisite entity’s state of incorporation or formation as of a date not more than ten (10) days prior to the Closing; (c) the by-laws of the Company and operating agreement of each of the Guarantors; (d) resolutions of the board or directors, and, as necessary, the shareholders of the Company, authorizing the execution, delivery and performance of the Asset Purchase Agreement, the Transaction Documents, and the transactions contemplated hereby and thereby, including the issuance and sale of the Securities and the reservation of the Conversion Shares; and (e) resolutions of the board of directors, and, as necessary, the members of each of the Guarantors, authorizing the execution, delivery and performance of the Asset Purchase Agreement, Transaction Documents, as applicable, and the transactions contemplated hereby and therebyVaughan. (f) a certificate with respect to the Company and each of the Guarantors evidencing the Company’s and each of the Guarantors’ qualification as a foreign corporation or limited liability company, as applicable, and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each of the Guarantors conduct business, as of a date within 10 days of the Closing Date. (x) At the Closing, the Company shall pay (or reimburse the Purchaser for) the fees and expenses of the Purchaser specified in Section 5.1 as payable by the Company. (xi) As of the Closing, the purchase of the Securities by the Purchaser shall be legally permitted by all laws and regulations to which the Purchaser, the Company and each of the Guarantors are subject. (xii) As of the Closing, all authorizations, approvals or permits of, or filings with any governmental authority, including state securities or “Blue Sky” offices, that are required by law in connection with the lawful sale and issuance of the Securities, including the conversion of the Securities into the Conversion Shares, shall have been duly obtained by the Company, and shall be effective as of the Closing. (xiii) All corporate and other proceedings in connection with the transactions contemplated by the Transaction Documents, and all documents and instruments incident to such transactions, shall be satisfactory in form and substance to the Purchaser, and the Purchaser shall have received at or prior to the Closing all such documents as the Purchaser shall have requested. (xiv) The Company shall have received net proceeds in the aggregate from the sale of the Securities to the Purchasers under this Agreement and the Other Purchase Agreements in an amount not less than the amount set forth on Schedule A hereto. (xv) The Acquisition shall have been consummated substantially as contemplated by the Asset Purchase Agreement. Other than Permitted Indebtedness (as defined in the Indenture), the Acquisition will be consummated without the incurrence of any indebtedness by the Company. (xvi) The Securities shall have been approved for trading on the Private Offerings, Resales and Trading through Automatic Linkages (“PORTAL”) system of the National Association of Securities Dealers, Inc., subject only to notice of issuance at or prior to the time of purchase. (xvii) The Company shall have delivered to the Purchaser lock-up agreements in the form attached hereto as Exhibit B (the “Lock-Up Agreement”) executed and delivered by the directors and officers of the Company. (xiii) The Company shall have delivered the Letter of Credit to the LC Agent.

Closing Deliveries and Conditions to Closing. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser, and the The obligations of the Purchaser Purchasers to close the purchase of the Subscribed Securities shall be subject to the delivery, fulfillment or satisfaction of, each of the following: (i) The Indenture duly executed by the Company, each legal opinion of the Guarantors and the Trustee and a note duly executed by the Company and authenticated by the Trustee pursuant to the terms of the Indenture evidencing the principal amount of Securities set forth below the Purchaser’s name on the signature page hereto. (ii) The Guarantees duly executed by each of the Guarantors pursuant to the terms of the Indenture. (iii) The legal opinions of Pillsbury Xxxxxxxx & WedgeXxxx Xxxxxxx LLP, special Nevada US counsel to the Company, and Xxxxx & XxXxxxxx LLP, special counsel to in substantially the Company, each in agreed formform attached as Exhibit E, addressed to the Purchaser.Purchasers; (iv) The Registration Rights Agreement duly executed by the Company. (v) The Security Documents duly executed by the Company, each of the Guarantors and the Collateral Agent, as applicable, and the Company and each of the Guarantors shall have taken all actions required thereunder to perfect the security interests to be granted under the Security Documents. (viii) The representations and warranties made by the Company in Article III and the representations and warranties made by the Controlling Stockholder in Sections 3.1(a) through 3.1(f) shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), all covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company and each of the Guarantors Controlling Stockholder prior to the Closing shall have been performed or complied with (or waived by the PurchaserPurchasers), and the Company and each of the Guarantors Controlling Stockholder shall have obtained any approvals, consents and qualifications necessary to perform their respective obligations hereunder.; (viiiii) The Company shall have delivered to the Purchaser at the Closing a certificate signed on its behalf by its Chief Executive Officer certifying that the conditions specified in Section 2.2 hereof have been fulfilled. (viii) At the Closing, the Company shall have delivered to the Purchaser Purchasers copies of each of the following, in each case certified by the Secretary of the Corporation Company to be in full force and effect on the date of the Closing: (aA) the articles certificate of incorporation of the Company and certificate of formation for each of the Guarantors as of the Closing (which shall be the Articles) certified by the Secretary of State of the State of Nevada Delaware as of a date not more than ten (10) days prior to the Closing; (bB) a good standing certificate with respect to the Company and each of the Guarantors certified by the Secretary of State of the requisite entity’s state State of incorporation or formation Delaware as of a date not more than ten (10) days prior to the Closing; (cC) the by-laws of the Company and operating agreement of each of the Guarantors;Company; and (dD) resolutions of the board or directorsBoard, and, as necessary, the requisite shareholders of the Company, authorizing the execution, delivery and performance of the Asset Purchase Agreement, each of the Transaction DocumentsDocuments to which the Company is a party, and the transactions contemplated hereby and thereby, including the issuance and sale of the Securities and the reservation of the Conversion Shares; and (e) resolutions of the board of directors, and, as necessary, the members of each of the Guarantors, authorizing the execution, delivery and performance of the Asset Purchase Agreement, Transaction Documents, as applicable, and the transactions contemplated hereby and therebyUnderlying Securities. (fiv) a certificate with respect The Controlling Stockholder shall have delivered to the Company and each Purchasers the irrevocable proxy set forth in Section 4.11 for the benefit of the Guarantors evidencing the Company’s and each holders of the Guarantors’ qualification as a foreign corporation or limited liability company, as applicable, and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each of the Guarantors conduct business, as of a date within 10 days of the Closing DateNotes. (xv) At the Closing, the Company shall pay (or reimburse the Purchaser for) the fees and expenses of the Purchaser specified in Section 5.1 as payable by the Company. (xi) As of the Closing, the purchase of the Securities by the Purchaser shall be legally permitted by all laws and regulations to which the Purchaser, the Company and each of the Guarantors are subject. (xii) As of the Closing, all All authorizations, approvals or permits of, or filings with any governmental authority, including state securities or “Blue Sky” offices, that are required by law in connection with the lawful sale and issuance of the Securities, including the conversion of the Securities into the Conversion Shares, shall have been duly obtained by the Company, and shall be effective as of the Closing.; (xiiivi) All corporate and other proceedings in connection with the transactions contemplated by the Transaction Documents, and all documents and instruments incident to such transactions, shall be satisfactory in form and substance to the PurchaserPurchasers, and the Purchaser Purchasers shall have received at or prior to the Closing all such documents as the Purchaser Purchasers shall have requested.; (xivvii) There shall have been no Material Adverse Effect in the financial condition or results of operations of any member of the Group since executing this Agreement; (viii) The Company Purchasers shall have received net proceeds in the aggregate delivery from the sale Company’s existing investors holding any participation, preemptive or related rights of a writing evidencing their waiver or non-exercise of such rights in relation to the Transaction; (ix) The Purchasers shall have received each of the Securities to the Purchasers under this Agreement and the Other Purchase Agreements Closing deliveries provided in an amount not less than the amount set forth on Schedule A hereto.Section 2.2(c) below; and (xv) The Acquisition shall have been consummated substantially as contemplated by the Asset Purchase Agreement. Other than Permitted Indebtedness (as defined in the Indenture), the Acquisition will be consummated without the incurrence of any indebtedness by the Company. (xvi) The Securities shall have been approved for trading on the Private Offerings, Resales and Trading through Automatic Linkages (“PORTAL”) system of the National Association of Securities Dealers, Inc., subject only to notice of issuance at or prior to the time of purchase. (xviix) The Company shall have delivered to the Purchaser lock-up agreements Purchasers at the Closing a certificate signed on its behalf by its Chief Executive Officer certifying that the conditions specified in the form attached hereto as Exhibit B (the “Lock-Up Agreement”this Section 2.2(a) executed and delivered by the directors and officers of the Companyhereof have been fulfilled. (xiiib) The obligations of the Company to close the purchase and sale of the Subscribed Securities shall be subject to the fulfillment or satisfaction of, the following: (i) the representations and warranties of the Purchasers shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and the Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the Closing Date; and (ii) the Company shall have received each of the Closing deliveries provided in Section 2.2(d) below. (c) At Closing, the Company shall deliver or cause to be delivered the Letter of Credit to the LC AgentPurchasers each of the following: (i) the Notes duly executed by the Company evidencing the principal amount of the Notes set forth below the Purchasers’ names on the signature pages hereto; (ii) the Warrants duly executed by the Company evidencing the number of Warrants set forth below the Purchasers’ names on the signature pages hereto; (iii) the Registration Rights Agreement duly executed by the Company; (iv) the Guarantee and Pledge Agreement duly executed by the Controlling Stockholder, and the Controlling Stockholder shall have taken all actions required thereunder to perfect the security interests to be granted under the Pledge Agreement; and (v) the fees and expenses of the Majority Holder payable by the Company under Section 4.12, in United States dollars and in immediately available funds, by wire transfer to the account set forth on Schedule A hereto or to such other account designated in writing by the Majority Holder for such purpose; provided that the Company shall have the option to authorize the Majority Holder to deduct such fees and expenses from the purchase price payable under Section 4(d)(i) (“Fee Deduction”). (d) At Closing, the Purchasers shall deliver or cause to be delivered to the Company each of the following: (i) the aggregate amount of the purchase price set forth below the Purchasers’ names on the signature pages hereto (less their proportionate share of the Fee Deduction, if applicable), in United States dollars and in immediately available funds, by wire transfer to the account set forth on Schedule A hereto or to such other account designated in writing by the Company for such purpose; (ii) the Registration Rights Agreement duly executed by the Purchasers; and (iii) the Guarantee and Pledge Agreement duly executed by the Purchasers to the extent the Purchasers are a party thereto. (e) Notwithstanding anything contained in this Article II, the Closing shall be deemed to have occurred upon the Company’s fulfillment of the obligations set forth in Section 2.2(a) and upon the Company’s receipt from the Majority Holder of the Closing deliveries provided in Section 2.2(d); and upon the Majority Holder’s fulfillment of the obligations set forth in Section 2.2(b) and upon the Majority Holder’s receipt from the Company of the Closing deliveries provided in Section 2.2(c).