Common use of Closing Deliveries by Parent Clause in Contracts

Closing Deliveries by Parent. At the Closing, Parent shall deliver or cause to be delivered to the Purchaser: (a) counterparts of the LLC Agreement duly executed by Holdco 1 and Holdco 2; (b) counterparts of the Transition Services Agreement and Trademark Assignment Agreement duly executed by Parent and EBS LLC; (c) a true and complete copy, certified by the Secretary or an Assistant Secretary of Parent, of the resolutions duly and validly adopted by the respective Board of Directors or members of Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC and Medifax evidencing their authorization of the execution and delivery of, as applicable, this Agreement, the Transition Services Agreement, the Trademark Assignment Agreement and the LLC Agreement and the consummation of the transactions contemplated hereby and thereby; (d) certified copies of the certificates of incorporation, certificates of formation, bylaws or other applicable organizational documents of Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC and Medifax; (e) a certificate of a duly authorized executive officer of Parent certifying as to the matters set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(e); (f) certificates, if any, representing all limited liability company interests in Master LLC for cancellation pursuant to Section 2.08(b) and a duly executed stock power of Holdco 1, effecting the Medifax Contribution; and (g) affidavits of non-foreign status duly executed by each Parent Member in a form that is in compliance with Section 1445 and the Regulations promulgated thereunder and reasonably satisfactory to the Purchaser and IRS Forms W-9 duly executed by each Parent Member.

Closing Deliveries by Parent. At Closing, subject to the Closinglast paragraph of this Section 2.9, Parent shall deliver deliver, or shall cause to be delivered to delivered, the Purchaserfollowing: (a) counterparts to each Blocker Stockholder, (i) the shares of Parent Class A Common Stock issuable to such Blocker Stockholder in respect of the LLC Agreement duly executed Shares of Capital Stock of the applicable Blocker Company held by Holdco 1 such Blocker Stockholder pursuant the Blocker Merger as provided in Section 2.4(b)(i) (but determined based on the Estimated Aggregate Merger Consideration Amount as provided in Section 2.1(b)), which shares shall be delivered in book-entry form and Holdco 2not certificated, (ii) evidence of the recording of the issuance of such shares in the transfer books and records of Parent or its transfer agent, and (iii) any cash in lieu of a fractional share of Parent Class A Common Stock payable to such Blocker Stockholder pursuant to Section 2.4(b)(i); (b) counterparts to each Non-Blocker Company Member, (i) the shares of Parent Class B Common Stock issuable to such Non-Blocker Company Member in respect of the Transition Services Agreement Company Units held by such Non-Blocker Company Member pursuant to the Company Merger as provided in Section 2.6(b)(i) (but determined based on the Estimated Aggregate Merger Consideration Amount as provided in Section 2.1(b)), which shares shall be delivered in book-entry form and Trademark Assignment Agreement duly executed by not certificated and (ii) evidence of the recording of the issuance of such shares in the transfer books and records of Parent and EBS LLCor its transfer agent; (c) to the Blocker Stockholders and the Non-Blocker Company Members, a true and complete copyduly executed counterpart of the A&R Registration Rights Agreement, certified executed by the Secretary or an Assistant Secretary of Parent, of the resolutions duly Parent Sponsor and validly adopted by the respective Board of Directors or members of Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC and Medifax evidencing their authorization of the execution and delivery of, as applicable, this Agreement, the Transition Services Agreement, the Trademark Assignment Agreement and the LLC Agreement and the consummation of the transactions contemplated hereby and therebyCantor; (d) certified copies to the Company, a duly executed counterpart of the certificates of incorporationA&R Company LLC Agreement, certificates of formation, bylaws or other applicable organizational documents of executed by Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC and Medifax; (e) a certificate of a duly authorized executive officer of Parent certifying as to the matters set forth in Section 8.02(a)Company Parties, Section 8.02(b) and Section 8.02(e)evidence reasonably satisfactory to the Company that the Founder Share Cancelation and, if applicable pursuant to the terms of the Parent Sponsor Agreement, the Sponsor Warrant Cancelation have occurred or are occurring contemporaneously with the Closing; (f) certificatesto the Company Parties, if anya copy of the A&R Parent Certificate of Incorporation, representing all limited liability company interests as filed with the Delaware Secretary of State, together with certification from the Delaware Secretary of State evidencing that the same has been filed with the Delaware Secretary of State; (g) to the Company Parties, a copy of the Blocker Merger Certificate of Merger, as filed with the Delaware Secretary of State and the secretary of state or other applicable Governmental Authority of each Applicable Blocker Jurisdiction, together with certification from the Delaware Secretary of State and the secretary of state or other applicable Governmental Authority of each Applicable Blocker Jurisdiction evidencing that the same has been filed with the Delaware Secretary of State or the secretary of state or other applicable Governmental Authority of such Applicable Blocker Jurisdiction, as applicable; (h) to the Company Parties, a certificate of Parent, dated as of the Closing Date, signed by an authorized officer of Parent, certifying that the conditions set forth in Master LLC for cancellation pursuant to Section 2.08(b) Sections 8.1 and a duly executed stock power of Holdco 1, effecting the Medifax Contribution8.2 have been fulfilled; and (gi) affidavits to the Company Parties, evidence of non(i) the resignation or removal of all of Parent’s officers and directors (other than any such director who will continue as a director from and after the Closing Date pursuant to Section 2.3(a)) and (ii) the appointment or election of the officers and directors of Parent to be effective as of the Closing Date as provided in Section 2.3(a) and Section 2.3(b). On the Closing Date, the issuance of (i) the Parent Class A Common Stock to the Blocker Stockholders (and cash in lieu of fractional shares thereof) in accordance with Section 2.9(a) and (ii) the shares of Parent Class B Common Stock to the Non-foreign status duly executed Blocker Company Members in accordance with Section 2.9(b) shall be made only to those Blocker Stockholders and Non-Blocker Company Members, as applicable, that have delivered the Company Equityholder Materials to Parent no later than five Business Days prior to the Closing Date (except to the extent such five Business Day requirement is waived in writing by each Parent in its sole discretion). Following the Closing Date, Parent shall cause such shares of Parent Class A Common Stock (and cash in lieu of fractional shares thereof) or Parent Class B Common Stock to be issued to any such Blocker Stockholder or Non-Blocker Company Member in a form that is in compliance accordance with Section 1445 and the Regulations promulgated thereunder and reasonably satisfactory 2.9(a) or Section 2.9(b), as applicable, to the Purchaser and IRS Forms W-9 duly executed by each extent not issued on the Closing Date, promptly after Parent receives the required Company Equityholder Materials from such Blocker Stockholder or Non-Blocker Company Member, as applicable.

Closing Deliveries by Parent. At the Closing, Parent shall deliver or cause to be delivered to the Purchaser: (a) counterparts of the LLC Agreement duly executed by Holdco 1 and Holdco 2; (b) counterparts of the Transition Services Agreement and Trademark Assignment Agreement duly executed by Parent and EBS Master LLC; (c) a true and complete copy, certified by the Secretary or an Assistant Secretary of Parent, of the resolutions duly and validly adopted by the respective Board of Directors or members of Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC and Medifax evidencing their authorization of the execution and delivery of, as applicable, this Agreement, the Transition Services Agreement, the Trademark Assignment Agreement and the LLC Agreement and the consummation of the transactions contemplated hereby and thereby; (d) certified copies of the certificates of incorporation, certificates of formation, bylaws or other applicable organizational documents of Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC and Medifax; (e) a certificate of a duly authorized executive officer of Parent certifying as to the matters set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(e); (f) certificates, if any, representing all limited liability company interests in Master LLC for cancellation pursuant to Section 2.08(b) the LLC Merger and a duly executed stock power of Holdco 1, effecting the Medifax Contribution; and (g) affidavits of non-foreign status duly executed by each Parent Member in a form that is in compliance with Section 1445 and the Regulations promulgated thereunder and reasonably satisfactory to the Purchaser and IRS Forms W-9 duly executed by each Parent Member.

Closing Deliveries by Parent. At the Closing, Parent and/or Acquisition Co., as the case may be, shall deliver have delivered or cause caused to be delivered to the PurchaserCompany and/or the Company Stockholders, as the case may be: (ai) counterparts of the LLC Agreement Non-Competition Agreements, duly executed by Holdco 1 and Holdco 2Parent; (bii) counterparts of the Transition Services Agreement and Trademark Assignment Agreement Consulting Agreements, duly executed by Parent and EBS LLCParent; (ciii) a certificate of an officer of Parent, substantially in the form of Exhibit H attached hereto, duly executed by Parent; (iv) a certificate of the Secretary of Parent substantially in the form of Exhibit I attached hereto, certifying as of the Closing Date (A) a true and complete copy, copy of the organizational documents of Parent certified as of a recent date by the Secretary or an Assistant Secretary of ParentState of Delaware, (B) a true and complete copy of the resolutions duly and validly adopted by the respective Board of Directors or members of Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC and Medifax evidencing their authorization of the execution board of directors of Parent authorizing the execution, delivery and delivery of, as applicable, performance of this Agreement, the Transition Services Agreement, the Trademark Assignment Agreement and the LLC Agreement by Parent and the consummation of the transactions contemplated hereby and thereby(C) incumbency matters; (dv) certified copies an Assumption of Liability Agreement, substantially in a form to be mutually agreed upon in good faith by Parent and the Company and to be attached hereto as Exhibit J prior to the Closing, duly executed by Parent for the obligations of the certificates of incorporationCompany under a real property lease, certificates of formation, bylaws or other applicable organizational documents of Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC and Medifax; (e) a certificate of a duly authorized executive officer of Parent certifying as to the matters set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(e); (f) certificates, if any, representing all limited liability company interests in Master LLC for cancellation pursuant to Section 2.08(b) vehicle loan and a duly executed stock power bank line of Holdco 1credit, effecting all personally guaranteed by the Medifax ContributionPrincipal Stockholders; and (gvi) affidavits of non-foreign status a letter to Parent’s transfer agent duly executed by each Parent Member in a form that is in compliance with Section 1445 authorizing the issuance and delivery of Parent Common Stock certificates representing the Regulations promulgated thereunder and reasonably satisfactory to the Purchaser and IRS Forms W-9 duly executed by each Parent MemberAdvance Closing Payment.